Children of Tommorow
by Guardian001
Summary: The heroes of earth have fallen under Norman Osborns presidency. The only hope left is the children of the Avengers. But can they become the heroes they need to become in order to save the world or will they perish like their parents?
1. Beginning of the New Age

**Children of Tomorrow- **_**Prelude **_

**Chapter 1: Beginning of the New Age**

Newspaper writers and photographers littered a conference room. The room was in frenzy, yelling and blurting out questions. A few of the smaller writers had crawled underneath the others to get a better chance of getting to their targets.

Behind the podium in the front of the room, was none other than Captain America. His trademark shield was attached to his left arm, shining as the array of flashes from the cameras shot towards it. Behind him were the Avengers. Ironman, Spiderman, Luke Cage, Spiderwoman, Wolverine, Thor, and Ms. Marvel stood behind him.

One of the reporters pushed through the crowd until she was at the front. She held out her microphone towards herself. "Captain! Captain! Amy Stone from CNN." Captain America turned his head to look at the reporter and nodded. The room fell deafly silent. "What are your thoughts on Norman Osborn being elected president?" She turned her microphone in Captain America's direction.

The Captain thought for a moment. "I think everyone may deserve a second chance at one point, but that chance has left President Osborn time and time again."

"What about your oaths to patriotism, including the President?" Amy asked.

"My oaths are to the country, not the President." Captain America turned to the other Avengers and walked away, followed by his teammates.

**2 weeks later**

Amy Stone stood next to a group of civilians mostly made up of teenagers wearing green paint on their face and shouting on a street corner. Amy was facing her cameraman as he grinned at the ensuing chaos.

"This is Amy Stone here with a group of Osborn supporters. Tell me, what are your thoughts on Osborn's election?" She positioned the microphone towards a young man around twenty. He had no shirt on and green paint on over his entire upper body.

"Osborn's gonna take out all of these wars with his pumpkin bombs, man. It's gonna be sweet!" He then proceeded to howl like a dog and run back over to the group.

Amy had a questionable look on her face before turning back towards the camera. "Back to you." The camera showed just enough towards the end to see Amy pinch the bridge of her nose.

**1 month later**

Amy was now standing on the roof of the famous Baxter Building, home and headquarters to the Fantastic Four. The Fantasticar was hovering above the roof, causing wind to blow around the reporter.

"This is Amy Stone at the Baxter Building. Joining me will be Reed Richards, also known as Mr. Fantastic." Almost on cue, Reed Richards dropped from the Fantasticar.

"Hello Ms. Stone." He said casually.

"Good evening Dr. Richards." Amy nodded at her cameraman. "As you know, Norman Osborn, formally CEO of Oscorp industries and known super villain the Green Goblin, has been elected president. What are your thoughts?"

"I think I speak for the whole Fantastic Four when I say that we are willing to give President Osborn a second chance, but if any sort of power goes to his head we will be there to stop him."

A thud caused Amy and her cameraman to shake a little. The camera was moved over to the image of the Thing. He walked towards the camera mumbling to himself. Jeff, the cameraman, backed away slowly.

"You wanna know what I think of 'ole Osborn elected president?" Thing pointed to the camera. "I think it's a big mistake. How you gonna elect a crazed super baddy for president? I voted for the other guy."

Mr. Fantastic stretched his upper body over to the Thing, stopping him before Jeff wet himself. "Ben," Reed said calmly. But before Mr. Fantastic could say anything else, he was interrupted by a voice.

"The press isn't here for me this time?" Johnny Storm a.k.a. The Human Torch asked sarcastically. He was covered in flames hovering in the air with his arms crossed. "I think Ozzy should be impeached right now."

"Johnny." Mr. Fantastic started.

"Nah Stretch, let the kid speak. He's actually makin' sense this time." Ben chuckled.

Suddenly, Susan Storm appeared next to Amy holding her daughter Valeria in her right arm and holding the hand of her son Franklin in the other. "We will be supportive of this election. We just hope that he takes the second chance we have all extended for him." Invisible Woman said as if she were a Politian.

"Knowing Osborn, he'll just throw it all away." Johnny said jokingly.

"I just wanna clobber 'im." Thing pounded his fist into his palm.

**2 months later**

"This is once again Amy Stone reporting to you from New York at the base of Stark Tower where I have been fortunate enough to speak to Spiderman."

"Please, please, no applause." Spiderman waved his hand towards Jeff the cameraman.

"Spiderman, you've made previous comments about President Osborn earlier in his election. But now that he's bettered the economy in less than a few months, what are your comments now?" Amy stood closer to Spiderman. A little too close for comfort. She smiled as he leaned over to speak to the microphone.

"I still think that eventually Osborn is going to mess up this election of his, like he's done with pretty much everything else that was good to him," Spiderman glanced over at Amy who was starring at the hero. "But I guess we can enjoy while we still can."

Amy quickly shifted back to a professional reporter. "But you have to give your former nemesis some credit, right?"

Spiderman clenched his fist for a brief moment. "I don't owe him a damn thing."

**2 years later**

Amy Stone was standing in front of a burning building. It looked like a nuclear bomb had gone off. She had tears streaming down her eyes causing her eyes to appear red. Jeff was also sobbing a little causing the camera to shake a little.

"This is Amy Stone… for CNN." She paused." An attack from the villain known as Nitro has completely obliterated most of New York City." She had to bite her lip to keep from sobbing. "The deaths are countless." And…" Amy fell to the floor crying. Jeff then shut the camera off.

**3 months later after the Stanford Explosion**

"And that's why I will spend my last year of presidency declaring that all super powered beings should be registered. If not, they will be hunted down and register against their will." His speech caused an eruption of applaud and cheers to come from the crowd.

Amy and Jeff sat in the audience. They both knew this was wrong, but what could they do?

**Last week of Osborn's presidency**

Amy Stone stood in front of the Avengers mansion as the team stood once again, on a podium. This time with new members with Wasp, Giantman, Dr. Strange, and Black Panther added to the roster. But Wolverine, Spiderman, and Thor were absent from this meeting.

"With one more week of Osborn's presidency, will he make good on his threat he made last week on attacking the Avengers? We will have to find out later tonight." She turned behind her to see the Avengers answering questions from other reporters. She turned back and walked towards the Mansion.

Jeff turned off the camera and followed. "Amy don't you think that we should leave? You know, Osborn is about to attack this place." He said nervously.

"Well if he does, I want to see what happens." She responded.

"Curiosity killed the cat." Jeff said quickly.

"Jeff, you can go if you want, but I'm staying here."

Jeff gently grabbed Amy's shoulder. "Amy I seriously think we should get out of here."

Amy was about to say something until she saw an object in the corner of her eye. "What the hell is that?" She pointed to the sky. Jeff turned his head to look at a flying object in the air.

"Amy," Jeff turned to the reporter. "We have to go."

Jeff and Amy tried to run, but the figure of a man landed in front of them, causing the two to fall to the ground. The 'man' wore a bulky metallic suit, with a red soviet star. It looked like a variant design of Ironman's armor. The armor clad man extended his hand towards the two. There was a glowing red light in the palm of his hand.

"Crimson Dynamo." Jeff said in almost a whisper.

"Osborn never said anything about civilian casualties." The Crimson Dynamo said in a heavy Russian accent. The blast was just about to disintegrate Amy and Jeff when a blue blast shot out at the attacker, knocking him off his feet as he flew back into a tree.

Ironman then landed next to the news casters and extended an arm to help them up. "Are you okay?" He asked them. Jeff nodded his head, too awestruck to speak.

Captain America ran up to Ironman. He looked at Jeff and Amy. "You two might want to get out of here." The two ran in the direction of the Mansion. Once they were safe, Captain America turned to his teammates. "Avengers, Assemble!" The group of Avengers surrounded Dynamo who by now had risen to his feet. The reporters stood in the background taking pictures of the battle scene.

Dynamo chuckled. "Osborn sends his regards." Dynamo looked into the air. The team also followed his gaze. A massive carrier ship floated in the air. On the side of the ship was an icon of a fist holding a hammer. This was now Osborn's strike force known as H.A.M.M.E.R. A huge group was teleported onto the ground. The group consisted of Abomination, Absorbing Man, Carnage, Ghost, the entire Fearsome Four, and an army of Doombots.

The Avengers were surrounded. Captain America tightened the grip on his shield. One of the Doombots walked towards Captain America. "You have one final chance to surrender. If not, you will be executed." In response, Captain America used his shield to slice through the head of the Doombot. The other villains then attacked the heroes.

Ironman blasted at Ghost as he turned invisible. He scanned the ground and found the infrared x-ray of the Ghost. Ironman blasted Ghost, knocking him out fairly quickly. Before he knew it, He was wrapped in red tendrils. He was then swung into the air and onto the ground. The screeching laugh of Carnage filled the air. Before Carnage could unleash another attack, Captain America's shield sliced through his arms. Before they could grow back, Cap slammed his shield into Carnage's face.

"Cap." Ironman struggled. "Behind you!" It was too late. Abomination wrapped his arms around Captain America's torso and squeezed.

**4 weeks later**

Amy and Jeff ran towards a battle scene between what appeared to be the Fantastic Four and Dr. Doom. A group of civilians ran away from the explosions and falling debris.

"This is Amy Stone, reporting to you from the Baxter Building where the Fantastic Four are locked in a fearsome battle with Dr. Doom who has joined Norman Osborn's quest for the Hero Purge." There was another massive explosion and the Baxter Building tilted and fell to the ground. A shroud of dust covered the area.

There was a devastating silence. Amy and Jeff were on the ground covering their heads.

"Oh my God." Amy covered her mouth. Dr. Doom walked into her field of vision and looked at the two.

"No. Not God." He stepped on the camera, destroying it. Then he left the scene, disappearing into the dust.

**4 years later **

"This is Amy Stone reporting for my last story. The last story. The heroes are fighting a losing battle against Osborn and his Thunderbolts." She sighed. "He refuses to give up his power. Jeff is dead." She started to cry. "Jeff is gone." She was now sobbing completely. "This is Amy Stone, signing off. Permanently."

…

Captain America stepped into a metallic room. His mask was off and pieces of his clothes were burnt and his shield was slung over his back. The room looked like an old lab. There was no activity in it; it looked that way for years. He stepped over to a tube filled with water. There was a baby inside. The baby had blonde hair and was sound asleep.

"Alex," he said placing his hand on the tube. "I think my time is over." He tried to laugh but could not find the strength. "I want you to lead this team"…. He paused as blood dripped down his cheek. "Lead these new Avengers. I love you."He sadly pushed his forehead against the glass of the tube. He placed his shield on the table next to his son's tube and left.


	2. The Spider

-Children of Tomorrow-

Chapter 1: The Scarlet Spider

2029

18 years after the fall of the heroes, Osborn's rule was endless. With no one to oppose him he never stepped out of office. He had taken over not only America, but the world. He employed his generals to each continent to secure his 'world peace.' Dr. Doom ruled his home Latveria, Australia, and the ruins of Atlantis. He ruled with an iron fist, holding executions for anyone who had dared to cross him.

The nefarious Red Skull ruled all of Europe and recently China after he killed the Mandarin. The Skull was just as evil as Doom, if not more. But, his land was much more organized due to his dictatorship and his association with HYDRA. And at the right hand of the Skull was Baron Zemo.

The third and possibly the most harmless general was Eric Lensherr or better known as Magneto. He is the leader of the mutant species and is currently based in Genosha. During the Hero Purge, Magneto extended his palace in Genosha to all mutants, including the X-Men. Most declined but others left the War behind. But shortly after the death of his son Quicksilver and his most beloved friend Charles Xavier, Magneto sealed himself in his fortress and let the world pass him by. His daughter Scarlet Witch now keeps the island running as smoothly as she could.

But there were those who fought against Osborn's Dark Reign. The leader of the resistance was Franklin Richards, son of Mr. Fantastic and the Invisible Woman. His rebellion was made of very few meta-humans and a group of humans. Though their efforts were strong, they fell in numbers every day and Osborn knew Franklin would not last long. To combat the Rebellion were the Thunderbolts; a large army for Osborn to patrol and secure the streets.

18 years. 18 years of wars, death, and suffering. Osborn was winning and the heroes were gone. Or so he thought.

January 12- New York City, New York- 12:41 AM

Oscorp Industries, the head corporation for all of the government's equipment. The multi level building had a level for each of 35 projects. The plant had shut down except for the very top level. The 35th level was just one lab. 4 very neat desks were in the center while computers were everywhere. In the corner was a chamber filled with green gas labeled: CAUTION. One of the scientists stood and yawned. He wore a white lab coat with a name ID reading: Chester. Chester turned to the other 2 scientists.

"So what are you guys doing for the weekend?" He shoved his hands into his pockets, looking for his car keys.

"My daughter's birthday is Sunday. Guess who she wants at her birthday? Invisible Woman. I told her to stop reading those damned comic books." The man named Bernie leaned back in his chair.

Chester chuckled. "Really?"

"Yeah. I told my wife I'd have to buy the costumes."

"Good luck with that." Chester turned to a woman. "What about you Kim?"

"I've got a double shift. Geez, Osborn really wants this formula." Kim turned off her computer. "Why?"

"Our job isn't to ask questions. We just work and hope that after this is done we don't end up missing." Bernie said.

"Man Bernie, you and your conspiracies." Chester started to leave for the door followed by the other 2. "Well," Chester held the door open for them. "Have a nice weekend."

"You too." Bernie and Kim said in unison.

Chester turned to lock the door but he heard a 'twak' sound. Chester spun around. "Who's there?" His voice cracked. After a few moments, he shook his head and sighed. "Bernie and your conspiracies. Got me believing them." Chester closed and locked the door.

A figure crawled on the ceiling and dropped silently onto the ground. The figure was known as the Scarlet Spider. He had on a red spandex suit that covered his entire body and over that was a blue armless hoodie with a large black spider on the back. His face was covered by a red full face mask and his eyes had white one-way lenses over them. He quickly moved to one of the computers. After typing for a few seconds, a screen appeared showing a list of secret Oscorp facilities all over the nation. The boy smirked under his mask.

"Gotcha Osborn." the boy said to himself. But a sudden buzzing in the back of his head caused him to spin around as the lab door few open. A group of guards ran into the lab, all equipped with electrical batons.

"Stop right there!" One of the guards yelled as he moved closer to Scarlet Spider. "Put your hands in the air!"

Scarlet Spider put his hands up. "Alright, you got me." He then put his middle and ring finger down. "Not!" Threads shot out of his wrists and slammed into two of the guard's faces, causing them to fall to the ground, unconscious. The first guard ran towards Scarlet Spider who tripped him. The guard slammed into the green gas filled chart. The glass shattered and the green gas floated out and surrounded the guard. The Scarlet Spider moved back as he looked in curiosity. The guard started to turn and shift. He started to groan and tell in pain.

"Help me! Please!" The guard tried to reach for Scarlet Spider.

The hero ran over to the guard. He reached his hand into the gas but it seemed to burn the material on his suit. He pulled back. "I'll help you just hang on." Scarlet Spider spun a thread from his wrist to the guard and pulled. The guard flew out of the gas and into the boy's arms. "Hey man." He shook the man whose clothes were singed and his skin was red hot. "Are you okay?"

The man's eyes turned green. He yelled and fangs sprung from his teeth. Ben jumped from him. "My God." The guard's muscles started to bulge and expand, his veins became visible, and his hair withered from his head.

Ben grabbed his stomach and almost threw up as he watched in terror. The man stood up, now around nine feet tall and perfectly muscular. He turned around and glared at Ben. It started to growl.

A buzzing in the back of Ben's head alerted him. "Holy Shi-!" Before he could finish, the Monster swatted at him with his arm. Ben slammed into the concrete wall. All of the air flew from his chest on impact. The Monster stepped closer to the barley conscious Ben and raised him into the air and slammed him back down to the ground! A glob of blood flew out of Ben's mouth and stained the front of his mask.

The Monster then proceeded to raise his foot over Ben but before he could continue his attack, Ben flipped out of the way and to the Monster's side. The green giant launched a fist at the Scarlet Spider but he evaded easily and kicked at the knees of the Monster having no affect. Ben jumped into the air and stuck to the wall, catching his breath. It has short lived as the Monster charged towards him. Ben tried to jump away, but the beast caught his leg and swung him to the ground.

"Damn." Scarlet Spider mumbled before being hoisted through a wall. The concrete fell around Ben's body, encasing him in a tomb of some kind. There was no movement. The Monster let out a roar of victory and turned to leave the room. Then, a brick slammed into its head. The beast turned to see Scarlet Spider standing in the whole in the wall. His costume was damaged along the left arm and in the torso. His mask was off revealing is brown hair and blue eyes. "Hey asshole," He spat blood on the ground. "I'm not through with you yet." Ben ran towards the Monster who tried to punch him. Ben shot a web into its eyes, knocking him off balance. The Spider jumped into the air and kneed the Monster in the face, then flipped over and clung his fingers to the beasts chin. With all his might, Ben pulled the Monster over his back and slammed him face first into the ground.

The hero backed away from the beast breathing heavily. A pool of blood spread from the Monster head and around the massive crater in the ground. "Don't mess… with the Scarlet Spider." He huffed. Ben turned around to where the computers once were. Now, they were all destroyed. "Great. That's just freaking great." Ben's spider-sense started to go off. "What now?" He turned around and was grabbed by the Monster. Being held by the head, Ben tried to kick at his attacker but it seemed hopeless. The Monster laughed manically while Ben tried to pull from it. Finally, Ben aimed his hand at the monster and shot webs into its face but his grip did not loosen.

Through the darkness of the Monsters massive hand, Ben could somehow start to see! Was he dead already? No. The objects around him were outlined in a sort of aurora. The Monsters was green. He could see through his mind. Like a 7th sense! Up ahead, Ben could sense the last remaining, weak pillar that supported the ceiling above them. Scarlet Spider shot a web behind his attacker and onto the pillar.

Before he could pull, the Monster slammed him back the ground. "Argh!" Ben spat now able to see past the beasts hand now.

"Any… lasss… wordss?" The Monster asked in butchered English.

"Yeah," Ben said. "You're a douche." With that, he pulled on the thread. The pillar behind the Monster crumbled and the ceiling slowly caved in. "Sayonara… dick."

The Monster turned back to Ben. "If I die, you die too!"

"Yeah… No." Scarlet Spider yanked the beasts hand off of him and kicked him in the face. The ceiling fell around them. The Monster reached for Scarlet Spider but his body was submerged by the rubble.

Ben ran as fast as he could away from the devastation. He grabbed the two unconscious guards and jumped out of the nearest window. He free fell with the two other men on his back and launched a web from his wrist connecting to a building and swung too relative safety. He was free. For now.

…

Norman Osborn watched from his TV in the White House. He stood by the window. "Interesting. Very interesting indeed." He gave a sinister smile then an evil laugh.

**A/N: In the next chapter, I introduce Alex Rogers and Damien Barton as they showdown! **


	3. The Solider and the Archer

Children of Tomorrow

Chapter 3: The Solider and the Archer

**Disclaimer: I don't own Marvel or the Avengers but I do own the OC's.**

**-New York; January 13; 3:42 AM-**

Rain started to fall. The grey, polluted skies of New York for once looked peaceful. The night seemed to soothe the city, making the people forget about everything for just one night; for one night the people had momentary tranquility that the city had rarely seen since Osborn's presidency.

On the edge of a building was a boy staring into the apartment building adjacent to him; an apartment building. He wore a black strapped jacket, black shades, and hood. In his left hand was a silver titanium sports bow and on his back was a quiver containing both lethal and trick arrows. He had dirty blonde hair the just peaked from his hood and blue eyes that were strong with focus. The eyes of an archer.

He was an assassin and a member of the Thunderbolts. He reluctantly killed people he was told to kill just to stay out of Presidents Osborn's radar. For as long as he could remember, he was brought up to be a killer. Growing up alone in this 'New America' was difficult for an eight-year old boy. For 10 years he's been alone. Damian only watched out for himself and no one else. He did what was necessary to survive. And he was doing that exact thing now.

After a few minutes of waiting, a light came on through one of the apartment windows Damian was watching. He waited for movement which came in the form of a shadow and then a full figured body of a boy standing with his back facing the window. From what Damian could tell, he had blonde hair and a not too muscular build.

Quickly and silently, Damian loaded an arrow into his bow and aimed at the boy. "Guess you shouldn't have chosen the window room."

He fired.

**-Inside the Apartment; a few seconds earlier-**

Alex Rogers opened the door to his apartment and turned on the light revealing the poor condition of room. There was just one bed, a desk, and a broken TV set occupying the space. The windows were cracked and the lights flickered on and off from time to time. Just another day in Osborn's America.

Alex walked over to the desk and dropped his keys on the surface. His light blue eyes then drifted to the newspaper clippings scattered across the desk. One of the read: _Captain America and the Avengers save the day again!_

Alex sighed and stared at the picture of Captain America. Of Steve Rogers. Of his father.

Suddenly, a loud crash shook Alex from his daze. He dove to the side and ducked underneath the window. In a split second, an arrow appeared as it borrowed itself into the wall, missing its target.

Alex, still knelt down by the window, opened the closet door behind him and reached for a circular red, white, and blue shield. He slid it on his arm and took a deep breath. He poked his head from the corner of the window and quickly retreated as an arrow soared past his face and into the wall.

"Dammit." He whispered to himself. In one swift move, he tossed the shield at the wall in front of him. It ricocheted off of that wall and out of the window!

**-Damien; same time- **

He had him pinned. There was no way the target could make it out alive. Damien smirked to himself. Until,

"What the hell is that?" At that moment, a shield ripped through the rain towards Damien who ducked just in time for it to hit the brick wall behind him and ricochet back to the window and into Alex's hand. Alex was now standing in full view. Damien tried to reload his bow, but before he could, Alex threw the shield towards him again.

With not thinking about it, Damien leapt from the edge and fell down to the streets below. He landed with a heavy roll. Once the archer regained himself, he turned around to the window and readied an arrow. But to his surprise Alex had apparently jumped from the window too!

**-Alex; same time-**

Adrenaline rushed through Alex's body as he fell from the window. When he finally hit the ground, he rolled and presented his shield in front of him as two arrows deflected off. He stared his assassin dead in the face. They stood only feet apart.

The rain pounded heavily on the two of them. The archer smirked. "Chilly, isn't it?"

Alex shrugged off the question with one of his own. "Who are you?"

"Obviously, I am a Thunderbolt. Osborn wants you dead." The assassin loaded another arrow into his bow. "My name is Damian Barton."

"I'm Alex Rogers." He shifted his body weight to his right foot.

"Goodbye Alex Rogers." Damian lifted his bow.

Lightning roared in the distance and a flash of light illuminated the area. Alex took the opportunity to rush Damien. He pushed his energy from his right side and boosted himself forward an impressive six feet. A second flash. The two prepare to strike.

**-Parker Home; 10 Minutes Later-**

Ben Parker swung into his room through the open window. He landed perfectly on the ground next to his bed. "And he sticks the landing." He said to himself.

Ben looked around his room. It was a mess. He was supposed to clean it the night before but instead went to Oscorp to collect some data where he got his ass partially handed to him.

The thought of the Goblin creature made Ben cringe. He pulled off his mask which had dried blood stains on the front and looked at the damage. The mask was missing an entire lens and the part that covered his head was ripped off. He smiled. "Souvenir." His bruises had started to heal already from the night before, but he still ached all over. He looked in the mirror next to his window.

"Hey, good looking." He smiled and rubbed his shoulder. He had managed to clean himself up after he got the two security guards to safety but his face still ached along with his arms, legs, and chest.

Since his father's death, Ben has been living alone for a few years since his Aunt Hardy was kidnapped. He was 13 when she went missing. Now 18, Ben receives gifts, food, and money for performing good deeds for various people in the city, like rescuing cats from trees types of things. It was sort of wasting his potential but he felt good by doing it.

With no one to watch out for but himself, Ben casually skipped school and instead went out as Scarlet Spider. Technically, his house was 'unoccupied' but no one ever came to check on it and in medical files, police reports, and any other legal document Ben Riley Parker didn't exist. The house he lived in had belonged to his Aunt May and Uncle Ben but according to Aunt Hardy, Uncle Ben died a long time ago and Aunt May had a heart attack shortly before the Hero Purge ended.

His mom, Mary Jane Watson-Parker was killed during the Purge as well. Ben had her green eyes but his dads brown hair and looks.

Ben admired a picture of his mother and father holding him shortly after he was born. His dad was wearing his Spider Man costume. It was the only picture he had of them together.

Suddenly, Ben's spider sense triggered. He turned towards the door leading into his room. He heard a thump downstairs. Again, his spider sensed buzzed in his head then a slight muffle.

Ben slipped what was left of his mask back on and slowly opened the door. On the other side of the entrance was a flight of stairs going into the living room area of the house and on the side of that was the kitchen. Ben, still dressed in his tattered and bloody Scarlet Spider outfit crept slowly down the stairs one by one. He peaked into the living room to see a broken lamp and the front door wide open.

He rounded the corner of the stairs and into the small kitchen. He saw the backs of the Thunderbolt members known as Shocker, Rhino, and Bullseye. He had read bios on them all in a computer flash drive he stole from an Oscorp worker a few months back. They seemed to be looking for something because the kitchen looked like a hurricane had blown through.

Ben heard them talking to each other. "… anyway, why are we looking in the kitchen?" Bullseye asked tearing a curtain from the window over the sink. "Whatever we are looking for I'm sure it's not in there."

Shocker spoke. "Hey, you wouldn't believe what some people keep in their kitchen." He dug through a few drawers. "Besides, we have plenty of time to search the house. All we need to find is a costume or something. Surveillance shows that the kid isn't even home." Shocker looked at the Rhino who was enjoying an entire box of pop tarts. "Rhino!" Shocker shouted. "Get back to work!"

"Just enjoying a snack." He scarfed down the rest of the box including the wrappers. "Searching a house is hungry business." Just as he was about to start searching, a web attached itself to the empty box of pop tarts and with a pull it flew into the hands of the Scarlet Spider.

"Aww. Isn't that disappointing? Here I was ready to enjoy a sweet snack only to find a bunch of glorified thugs rummaging through my house." The young hero said standing in the entrance way to the kitchen.

"So you're the kid who's been causing problems for our boss, huh?" Shocker asked in his very southern sounding accent. "Gotta say, I thought you'd be taller." He aimed his gauntlet at the hero who leapt out of the way just before a devastating shock wave destroyed where he was standing, including the living room behind it.

Scarlet Spider landed on the ceiling of the kitchen. "Seriously? Come on! Who walks into someone else's house and blow up their living room?"

Shocker turned to the other two men in the kitchen. "Well? What are you waiting for? Get him!"

Rhino reached up to the ceiling to grab Ben but the agile warrior jumped to the ground and slipped under Rhino's legs. Once he was behind him, Ben spun two web lines on his back and pulled. Rhino fell backwards but Ben kept him up with his legs and pushed him backwards into the air and back down landing hard on the ground with a thud.

Scarlet Spider dodged a series of bullets from Bullseye and shock waves from Shocker. The hero spoke as he fluidly moved around the kitchen. "Dude, still the house! What part of 'I have to live here' don't you get?" While in mid-air, Ben shot a web ball from his wrists. It covered one of Bullseye's guns, causing it to backfire on him.

"Arrgh!" He shouted clutching his hand. The backfired bullet caused the pistol to blow in his hand.

"You know I'm no doctor, but it looks like that hurt painfully." Scarlet Spider landed on the ground, ducking from one of Shocker's blast.

"Rhino," Shocker shouted. "Get your arse up and squash this bug!"

Slowly but surely Rhino stood from his laying position. He rushed towards the young hero.

"Oh, he's a big one!" Scarlet Spider hopped into the air and over Rhino's head and landed on the giants shoulders. Before Rhino could come to a complete stop, Ben spun two webs into his eyes, blinding him.

"I can't see! I can't see!" Rhino shouted trying to pull at the glob of webs in his eyes.

"Uh, duh!" Using the webs as harnesses, the hero steered Rhino away from the wall he was surely going to run into and towards Shocker!

"Well I'll be a-," Before Shocker could finish, Rhino slammed into him!" Scarlet Spider flipped backwards off of Rhino's back just in time as the two crashed through the kitchen wall and out into the rain.

Ben starred at the hole in the wall. "There are many, many, MANY quips I can make of this, but I guess I'll let you two keep what dignity you have left."

Suddenly, there was a buzz in Ben's head. "Spider-sense? Danger."

There was the click of a gun behind him. "Move and I splatter your brains all over the floor." The wounded Bullseye stood over him holding a pistol in his uninjured hand. "Make one of those stupid little jokes of yours and I'll make sure you never say anything again."

"Okay, okay. Just one final question."

"What?"

"Do you know… the Muffin Man?"

"The Muffin Man?"

"The Muffin Man. Who lives on Drury Lane?"

"And what was the point of that?"

"Oh my dear little Irish commando," Ben spun around quickly. "It's called a distraction!" He revealed his right hand which was covered in his own webbing and inched it closer to Bullseye until it connected with his jaw, sending the Thunderbolt flying backwards into the street.

With Bullseye knocked out and Rhino and Bullseye face planted to the ground, Ben sighed and looked at his tattered costume, now soaked with rain. "I've got to get out of these wet clothes."

"Well I think it's all the better to electrocute you with!"

Before Ben could turn around, he felt a burst of electricity slam into his back. He fell weakly to the ground. His head started to buzz. "Now you warn me…" As he lost consciousness, he saw his attacker or attackers.

"This kid took out three of us?" The first person to speak was the electrified blue form of Electro. Over the course of the Hero Purge, he absorbed massive amounts of power, turning him into pure energy.

"Apparently this kid is as powerful as Osborn said." Spoke the second man. He wore a simple blue t-shirt and jeans. "Considering who the kids' dad is you gotta give him some credit." This man was Hydroman.

The final man had a long orange cloak on over his head and a horribly disfigured mask underneath it with terrible yellow eyes. He was the Hobgoblin. "Get him to the Vault before he wakes up." His voice was raspy and dark sounding, matching his character. "Osborn wants to visit him soon. Alert Hyde. Tell him he has a prisoner on the way. And someone get these three idiots up." He said pointing towards Rhino and Shocker.

**-Across the city; Same Time-**

Alex rolled across the ground, dodging arrows from Damian. He recoiled from the attacks and threw his shield at the archer who jumped to the side and quickly took aim at the boy. At that moment he let go of the drawstring, Alex's shield flew back into his hands helping him block the three arrows.

Alex jumped towards Damien and kicked at him but the assassin blocked with his titanium bow. Alex used it as a springboard backwards into the air and landed gracefully.

Both of the teenagers were panting and wet from the rain drops falling fiercely from the sky. Alex's t-shirt was soaking wet and almost see through. It was a direct comparison to Damian's black jacket that had not absorbed any of the water.

"You're not half bad. Well I guess with that fraction of Super Solider serum pounding through your veins you've got a bit of an edge." Damian said.

Alex stayed on his guard. Maybe this was some sort of way to distract him. Throw him off guard somehow. He won't fall for it. He rushed towards the archer and swung his shield.

Damian ducked and met Alex with an uppercut then a blow to the gut and a knee to the crotch. Alex hunched over but before he recovered, Damian punched him upwards once again making Alex fall to the ground.

Damian chuckled. "Oh wow that really worked?" He walked towards the downed young man and took aim. Point blank.

Before Damian could fire, Alex kicked up at the bow and while it was airborne he kicked Damian in the gut the flipped into the air, kicking the archer's chin on the way up.

Damian recoiled from the attack and jumped into the air and grabbed his bow. Without hesitation, he aimed at the boy in mid-air! He fired an explosive arrow that knocked Alex off his feet. Damian landed and moved through the quickly evaporating smoke.

"Come out, come out wherever you are." Damian taunted. Before he could say anything else, Alex slammed his shield into Damian's face. Then tackled Damian then proceeded to rip Damian's bow from his hand and throw it to the other side of the street. While, as he fell, Damian tied his legs around Alex's shield and pull it off his arm.

Alex punched Damian repeatedly, holding back a little strength. The archer flipped Alex over to the ground on his back and pulled a short knife from his back holster. He raised the knife above his head prepared to stab him. He hesitated.

Alex took the opportunity to knock Damian off of him and leap towards his shield. He then leapt towards Damian and started to exchange blows with him. Sparks flew from Alex's shield as Damian's knife scrapped against it.

Alex kicked Damian backwards then threw his shield at him. The archer turned quickly and the shield scrapped against his back quiver. Suddenly, there was a loud beeping from his back.

"What the-?" Alex started.

"Damn! That's like… all the explosives in my bag triggering at once." Damian seemed rather calm.

"How large would that explosion be?"

"To put it simply, big. It'd be very big."

Alex looked around the block to see people standing and watching. He turned back to Damian. "Innocent people are going to die!"

Damian took off his quiver. "I agree. I have a plan. Do you mind using your shield?"

Catching on, Alex took the quiver from Damian and tied the straps to the top of the shield. Without a moment's hesitation, he threw the shield with all of his might into the sky.

Damian stood next to Alex. "Ah crap." The quiver exploded, sending a shockwave to the streets. Alex grabbed Damian and covered him from the wave, knocking him out. The people watching ducked into their houses.

Once the shock subsided, Damian pushed the unconscious Alex off of him. He rubbed his head and pulled off his hood. He found the strength to lift Alex over his shoulder and grab his shield from the ground.

"You're lucky killing you was an option." Damian said to Alex.

As Damian made his retreat to the maximum security facility known as the Vault, he felt a tap on his shoulder. He turned to see a small girl holding his bow out to him. Damian slowly took it from her.

"Um. Thanks?" He said. He turned to leave until the girl grabbed his hand. "Excuse me. Are you a superhero?"

Damian lifted his hood over his head to stop the rain from hitting his head. "Not exactly." With that, he left with Alex Rogers as a prisoner.

**-The ruins of The Avengers Mansion; 12:00 M-**

The Avengers Mansion was the obvious first attack point for Osborn's Thunderbolts. President Osborn had it taken down along with anyone inside 18 years ago. Statues of the fallen heroes stand as a tribute for them all. The last remaining heroes put the statues up for memorial. Captain America lead the Secret Avengers on a final battle against Osborn. His team consisted of Spider-Man, Wolverine, Thor, Ms. Marvel, Mr. Fantastic, Iron Fist, and Stature.

Together, they fought against Osborn one final time.

During the final battle, Osborn deduced that the remaining heroes were using the ruins of the Mansion as their hideout. He sent his strongest Thunderbolts to combat them there. That is when Thor disappeared, leaving Mjonir behind. The rest of the story is unconfirmed but there are rumors of the final battle.

But one thing is true: Thor's mighty hammer still sits in the rubble of the Mansion. That is why Seren Odinchild is on earth.

Hailing from Asgard, Seren has secretly gotten through the magical chains on the Bifrost Bridge and travelled to Midgard to retrieve her father's hammer.

The blonde girl wore a blue cloak and hood. Underneath was shining asgardian armor fit for a warrior. On her back was an asgardian sword.

She walked slowly around the ruins of the entrance way and towards the broken stairway and that's where she saw it.

"Mjonir." She uttered as she ran towards the hammer. "I've trained myself for so long to become worthy enough to wield you." She gripped the handle of the weapon. "I, Seren Odinchild, daughter of Thor Odinson and Lady Sif, will now-." She pulled the handle up but it didn't budge. "No." She pulled again. And again, and again until she was using all of her strength to lift it but it wouldn't move. Thunder boomed behind her as she fell to the floor on her knees. She looked up as rain poured in through opening in the ceiling. "Father!" She shouted. Lighting illuminated the area. "Why am I not worthy?" She shouted angrily to the sky. "Where are you? Where are you?" She lay on the ground next to the hammer, crying. "Where are you dad? Where are you?"

**A/N: Hey readers! I'm not dead! Sorry this took so long. I have high school, chores, and a lot more going on. But I'm back and I'll try to update more frequently. So, what do you think of this chapter? I really hoped you enjoyed it. And I couldn't have been able to get this idea out without the help of my two friends Sorahart and TheStreak. Thanks guys! Chapter 4 shouldn't be too far away!**

**-Guardian001**


	4. Welcome to the Vault

** Children of Tomorrow**

Chapter 4: Welcome to the Vault

**Disclaimer: I don't own Marvel or the Avengers but I do own the OC's, kinda...**

**-The Vault; January 14; 12:03 PM-**

The Vault. A super prison built solely for the purpose of containing super humans. It was a 20 story maximum security building patrolled by the Guardsmen, Osborn's armored-men collection.

Inside were all types of prisoners. Shortly after the Hero Purge, Osborn made a deal with Magneto regarding the mutants still in America. The mutants were to be captured by the Guardsmen and sent to the Vault for processing to Genosha. Because of this, the numbers of mutants in Genosha have been rapidly increasing.

Other prisoners were either political prisoners or super humans. The political prisoners don't last very long but there are more of them than there are of the super humans.

The number one rule of the Vault: Don't piss off the Warden. Warden Hyde, to be exact. Osborn hired Hyde to oversee everything that happens in the Vault and Hyde did so with pleasure. Anyone caught out of line in the Warden's sight was immediately killed or sent to Extreme Isolation. The people killed were the lucky ones.

Ben Riley Parker was being transferred from his temporary cell to another one on the far side of the prison. He had his head drooped down and stared at the electric handcuffs he had on his wrists. His costume had been taken off of him and he was now wearing the standard Vault prison uniforms which were red jumpsuits with the Vault's prison logo on the left side. For once, he had no idea what to do. For Ben there was always a plan. But now it seemed hopeless. He was caught and there was nothing he could do without being shot. He sighed as one of the Guardsmen stopped him from walking.

"Warden Hyde,"one of them said. "We have the Parker kid here."

Ben lifted his head up to see the giant of a normal man, Mr. Hyde. The 8 foot tall man wore a dark green suit and dress pants. Complete with a black tie that looked extremely strange on him.

"To be honest," Ben started. "You look kind of awkward in that monkey suit, Mr. Hyde."

Hyde gently put his hand on Ben's shoulder, smiling. "You should show a little more respect boy." Suddenly he tightened his grip on the teenagers shoulder, making Ben drop to the ground. "If not, I will gladly show it to you." Hyde had a hideous smile on his face.

"Enough."

Hyde let go of Ben's shoulder and turned to his superior.

"That will be all Hyde."

Ben looked up to see a man in a black suit with his hands formally behind his back. "Osborn." Ben spat.

"Please," Norman offered a hand to help Ben up. "As much as our two families has been through together you should call me Norman."

Rejecting the hand, Ben stood up on his own.

Osborn retracted his hand. He then looked at Hyde and the other three Guardsmen behind him. "You can leave now."

"Sir, I don't think I should let you-." Hyde was interrupted.

"I said you should leave. Now."

Without another word, Hyde and his men left, leaving Ben and Osborn on the prison walkway. Osborn turned to his back facing Ben. "Follow me to your new home." He began walking. Ben didn't move. Osborn stopped a few feet in front of Ben. "I suggest you not try to run away. You have nowhere to go. And also, you should stay at least 12 feet behind me at all times or I will have you shot.

Reluctantly, Ben followed.

"You shouldn't see me as a bad guy here." Osborn said.

"I think I might have forgotten the memo that said it was opposite day. In which, case I must be the worst criminal in the world."

"Have you not seen what I've done for this country; for this world?"

"Yeah, you put it on the edge of World War 3. Speaking of that, how's that fight with Doom and Red Skull going? You still fighting over your favorite toy?" Ben said in a babyish voice. "What's it called again? The Sphere of Power? The Omni Cube?"

Norman Osborn stopped. "The Cosmic Cube, Mr. Parker."

Ben snapped his fingers. "That's it."

Osborn continued to walk. "I thought I killed your entire family. I thought I killed you."

"Obviously, you made a mistake."

"No. There are no mistakes. Everything happens for a reason. You lived for a reason. I killed your family for a reason."

Eager to stop Osborn from talking, Ben interrupted. "Alright, I get it. Why are you telling me this? You're just going to kill me anyway. What's the point?"

"Mr. Parker, you have yet to understand that I am not a monster. I am a visionary. Eventually you will die but not today. We have plans for you."

"A visionary? Try spychotic maniac. You killed hundreds and for what? For a throne on top of a wasteland!" Ben's tone changed drastically.

"The Hero Purge was just a means to an ends."

"What? You being in control of everything?"

"No. A much more important end. One that your uncomplex couldn't possibly begin to understand."

"Try me." Ben urged with a smile.

"You are well educated, I agree, but this is bigger than both you and I."

They walked in silence for a while. Ben started to notice all of the people in the cells. There were so many people in the cells and most of them probably didn't deserve to be here. He spotted one girl with solid black eyes glaring at him. "Please help…" She whispered behind the electric gates.

Ben looked away and kept following Osborn. There was more silence until Ben heard a voice in his head: _"Don't be alarmed."_

"What the hell?" Ben said aloud.

The President turned to Ben and gave a look of confusion before turning back around.

"_I said don't be alarmed." _The voice said again_. "Did you not hear me the first time?"_ It suddenly became more feminine. _"Look, he won't kill you which is good. I'm going to need you later."_

"Wait, I don't-." A shard whisper in his head caused Ben to stop speaking. _"Shhhhh!" Think it, don't say it."_

Ben concentrated but more harsh words came to his head than nice ones. After sorting through all of the threats he came to a solid voice_. "Are you a telepath?"_ Ben asked in his mind.

"_Well… that among other things."_

"_Who are you?" _

There was a silence. And then_, "You can call me… Strange."_

Strange? There was static. _"Something's….. blocking me. I won't…. back in touch…. Signal…"_

"_Signal?"_ Ben thought. _"What signal?"_ But the connection was cut off.

Norman Osborn stopped in front of Ben then turned to him. Behind Osborn were two Guardsmen standing next to an open, dank, empty cell. "I will be seeing you again Mr. Parker. Very soon." With that, Ben was thrown into the cell. Inside was one bed, a toilet, and a notebook and pen.

Ben stood up to look at Osborn walking away with one of the Guardsmen following while the other activated the electric cell doors. "Good luck climbing your way out of this one." The Guard said before walking away.

Ben walked to the bed and sat down. He looked at the handcuffs on his wrists. "You at least could have taken these things off!" He shouted. He then laid on the bed and stared at the ceiling. "Strange."

**-The Vault Courtyard; later that evening-**

The Courtyard of the Vault was at the very bottom level, just above the basement that was so cleverly nicknamed "The Vault." The Basement held all of the technology, equipment, and gear that the prisoner had on at the time of their arrival into the prison. Weapons were the main category of the Basement. It was guarded around the clock and had only one entrance and one exit.

The Courtyard above was the only place the prisoners could get out of their cells and 'socialize.' It was 1 hour of the smallest piece of freedom the inmates got; besides cafeteria time of course. After that, it was back to their cells. Only the less violent and powerful inmates had clearance for 'Free Time.' The others had maximum security cells on the far east side of the Vault along with Extreme Isolation.

Above the Courtyard were thousands of cells surrounding it in a circular motion. The higher anyone looked up, the more cells you would see, sprawling into the dimly lit ceiling.

A black haired boy stared at the ceiling as he fell backwards onto his back. He was about 17 years old, tall and lean. As soon as he fell, he rolled out of the way, dodging another attack. He popped back up and landed a solid hit on the much older man attacking him. The man was much stronger than he was and a lot taller. The punch had little to absolutely no effect on him. If anything, it fed the man's anger. He wrapped the younger boy in a bear hug and squeezed, laughing as he did.

Other inmates cheered as they watched the fight. They circled the Courtyard, leaving only the very center of the space for the two fighters. They all had on the same red prison uniforms and all cheered and yelled at the fight. The Guardsmen sat and watched. Some of them even made bets on the winner.

Alex Rogers stood at the wall of the Courtyard, trying to ignore the chanting. He had his back to the wall and his hair over his eyes. He had been one of the newest arrivals to the prison and one of the most important. He overheard a few of the Guards saying that he shouldn't be touched.

The last thing he remembered was Damian hauling him down a street then he blacked out and woke up in a dark cell with the Warden watching him. Next thing he knew, he was here, watching a kid around his age being beat up by a man three times their age.

'_Not much to do now.'_ Alex thought to himself. _'What can I do?'_

He looked back to the fight to see the black haired boy being tossed around like a ragdoll. The boy was then thrown to the ground as he struggled to stand back up. The older man turned to the other inmates and lifted his arms up creating a roar of applause and cheering.

The boy finally wobbled to his feet. Taking the man by surprise, the boy shot himself into the air and kicked the man in the back of the head before flipping off. All that did was get the man's attention. In a rage, he charged at the raven-haired boy only to be uppercutted and punched in the gut.

The man staggered backwards before regaining himself but the boy leapt into the air again and spun around, connecting his heel with the man's jaw, making him crash to the ground.

It was silent. The prisoners watching all went slack jawed. The boy stood victorious and wiped blood from his nose. The room became loud again as the inmates cheered at the surprising victory. One of them stepped onto the previous battle area and helped the boy limp to a bench.

This boy was a tall and muscular african american. He looked a lot older than he actually was at 18. He pushed his way through crowds of shouting inmates and over to the bench on the wall.

"You sure know how to pick 'em." The tall boy said.

"Yeah well he was asking for it." The dark haired boy sat down on the bench and exhaled deeply. "Besides, I won didn't I?"

"Barely." The second boy sat down. "Look Drew, you should chill out before the Guards decide to put you in Isolation."

"I've been there way to many times to care Jay." Drew responded. That earned a frown from his friend. "Fine," Drew gave in. "I'll take it easy."

Jay stood up. "No you won't." They both laughed.

"Yeah. Most likely not." Drew stood up. There was a whistle. Drew nudged Jay. "Come on." They followed the group of inmates back to their cells.

Alex stood in the crowds as he was pushed and shoved around by the inmates trying to get back to their cells. It wasn't long before he was tossed out of the crowd and onto the floor. He laid there for a while. Obviously, he was frustrated.

"Well, well, well." A deep, rough voice spoke. "Look at the muck on the floor."

Alex stood up to see Mr. Hyde and two Guardsmen staring at him.

"I never thought I'd see the son of the great Captain America in person. Honestly, I thought you'd die out there before being sent in here." Hyde said.

"What's up with the special treatment?" Alex asked, disregarding Hyde's previous comment.

Hyde's grin turned into a large smile. "Osborn has requested that we keep you alive long enough to extract the Super Solider serum from you." Hyde leaned in closer to Alex's face. "How does that feel? To know that in a matter of days, we are going to drain you dry of your blood. And then we might even throw what remains of you into Tuesday's chili special."

Alex was definitely frightened but he wouldn't let Hyde have the satisfaction of him showing it. "Let them." Alex said. "At least I don't have to stay in the shit hole." Alex smiled.

Hyde frowned. "Take him to his cell." The Guards grabbed Alex's arms and lead him to his 'home.'

**-Seren's location; 3:45 PM-**

Seren slowly opened her eyes. She couldn't remember anything that happened the previous night. She rolled onto her back and saw Mjonir in front of her.

_'Oh. That's right.' _She thought to herself as memories of her failure flooded back into her head. She rubbed her head in frustration.

"Is that her?" A man asked from behind her.

Seren turned back to see a large group of armored men looking at her.

"What do you think dumbass?"

One of them leaned down in front of her. "Come on girl. Come on." He extended his hand to Seren.

"She's not a damned dog, you know." Another one said.

The armored man stood back up and turned to the others. "How do you want to get her up then?"

Seren grabbed her sword from off the ground and stood up weakily, causing the men to jump back and reach for their guns. "Hey!" One of them shouted. "You're coming with us."

Seren grit her teeth. "No."

"You don't have a choice." Another said.

Seren took in her surroundings. Their were at least 20 armored men around her and the Mansion's ruins looked as if it would crumble from a single move. She had to get back to Asgard somehow. To do that she had to find the 'rift' that brought her here in the first place. But first she had to get away from Osborn's lackeys.

"You hear me bitch?" The Guardsman in front of her called. "You don't have a choice!"

Before he could say anything, Seren slammed the butt of her sword into his helmet, shattering it on contact. The other Guardsmen started to shoot at her. She stepped behind a pillar and took cover. The bullets burrowed themselves into the brick pillar, created dust that spread and covered the floor.

After a few seconds, the firing ceased. The Guardsmen commander pointed to one of his men then to the pillar. The solider crept to the pillar and looked behind it to see it empty. "There's no one here, sir." He reported. Only a second later Seren appeared from the ceiling and grabbed the mans neck with her legs and flipped backwards, launching him through the wall behind them.

The Guardsmen stared to fire again, but Seren kicked the pillar she was hiding behind and it flew into the group of men!

Seren took the oppurtunity to run through the hole behind her and away from the men.

The Commander pulled himself from the bricks. "She's outside! Take her!" He shouted into his com link.

Seren ran outside only to be met with a larger group of Guardsmen and a helicopter. She gripped the hilt of her sword then ran into the mass. "Have at thee!"

She sped into one man, cutting his gun in half then kicking him in the jaw. Another man tried to hit her with his gun but was countered with a kick in the groin and a broken arm. Two men charged her but Seren leapt into the air, grabbed their heads and bashed them together. The others started to shoot, but Seren spun her sword around in circles blocking a majority of the bullets, but a few grazed her arms and legs.

_'Can't keep this up forever.'_ She thought to herself. She then started to turn the circle into a funnel, blowing the men backwards and off their feet. Then she noticed the helicopter charging its guns.

Seren stopped her sword and jumped into the air, soaring towards the copter. The pilot pulled hard on the control lever. "Holy!" He shouted as he pulled the choper back. Seren landed on the window of the copter and rose her sword into the air. She slammed it into the window, breaking it an sending shards of glass everywhere.

Th pilot took his hands off of the controls to cover his face. The gunner next to him aimed at the asgardian. Seren jumped back into the air, avoiding the helicopter blades. She flew after the helicopter as it slowly descended.

Inside the helicopter the pilot struggled with the controls. "What's wrong?" The gunner asked.

"The controls are jammed! We're going down!" He shouted back. Before the could hit the ground, the started to rise again. "What the hell?" The pilot looked around in confusion.

Under the coppter, Seren flew underneath, resting the bottom of it on her back and arms. She lifted it further up to avoid hitting an incoming building.

"She just saved our lives." The pilot said in awe.

"Do you have power of te controls again?" The gunner asked, ignoring his own surprise.

The pilot checked the pqnels in front of him. "Yeah, why?"

"Turn on the electric hual." He said grimmly/

The pilot looked at him in shock. "She just saved our lives."

"We have a mission and oppurtunity." He said back. "Now turn it on." Sadly, the pilot pressed a red button on the controls.

With one final heave Seren pushed the copter upwards and prepared to let it go. But before she could the outside of the helicopter started to run with electricity. It froze her arms then ran down to the rest of her body, shocking her with volt after volt of electricity. Seren shrieked and pain before dropping to the streets below.

The rest of the soliders surrounded her. The commander stood closest to her, ordering the chopper down for pick up. "She's not getting up this time."

As the copter came down, one of the other soliders approached the commander. "Sir, we report no casualties."

"She sliced through our men but didn't kill anyone?" The commander asked.

"Right sir." He responded. "It's as if she intended on avoiding any major organs."

The commander looked at the unconcsious Seren being picked up and placed in a container unit. "Wierd."

**-The Thunderbolts Head Quarters in New York; 9:35- **

Damian stood silently. His mind focused and his eyes locked on the target in front of him. He held his bow firmly with his left hand and held the drawstring in the right. He took a deep breath and fired the arrow right into the target practice dummy's head.

There was clapping. Damian turned around to see his fellow Thunderbolts enter the shooting gallery. The one clapping was Electro. Behind his were Shocker, Sandman, Rhino, Hydroman, the wounded Bullseye, and Deadpool.

"Nice shot." Electro said smiling. "Watch mine." Electro stood next to Damien and fired an electrical burst that destroyed not just one of the dummies, but all of them!

The other Thunderbolts laughed.

All except Deadpool.

After the Hero Purge, Osborn had Deadpool take 'special medication.' These meds were designed specifically to control Deadpool and make him less insane. Now all that's left is an emotionless husk.

"Beat that Damian." Electro taunted.

"Hell, I can do better than you even with one arm!" Bullseye lifted up his bandaged right hand.

In response Damian calmly grabbed his bow, lifted up his hood, and left.

The Thunderbolts laughed. "I knew it. Stupid hero kid." Electro said. "He's too soft."

"Yeah," Bullseye added. "That's why he has a soft spot for that little red head."

Damian clenched his fists.

"Maybe we should pay her a visit." Bullseye giggled.

Before anything else could be said, Damian had his elbow to Bullseye's throat and pinned him to the closest wall. The young archer had moved so fast, the other villains hadn't even noticed Bullseye was gone until they heard the loud _thud_ behind them.

"What?" Bullseye could barely speak. "Just a joke."

There was a _click_ between the two. Bullseye looked down to see Damien had one of his guns to his chest! "Don't joke about her. Or I will end you." Damien had nothing but hatred in his eyes, making Bullseye nervous as to what he would do. The others started to approach.

Shocker raised his gauntlets to Damien's head. "I would strongly advise against that boy."

Damian let go of Bullseye who fell to the ground coughing. The archer threw the gun to the ground beside him. "I unloaded the bullets." Damian walked towards the exit. "It was empty." With that, Damian left leaving the Thunderbolt members in awe.

**-The Vault, Ben's cell; same time-**

Ben slept somewhat peacefully in the damp bed. Awkwardly even. He was still going through processing in the Vault's system so he was not allowed to leave his cell. Also, he couldn't do much with the electric handcuffs on his wrists.

For the first time in his life, Ben was completely restricted. With nothing left to do he decided he would just relax and go along for the ride. For now at least.

_"Parker." _The previous voice spke in his head.

Ben opened his eyes. "Crap. Not you again." He rubbed his head. "Can I please just-"

_"I hadn't realized you were so whinney." _The voice said.

"Hey! I am not whinney!" Ben lifted himself from his laying position.

_"Whatever. Look, something important is going to happen soon. I've seen it. You need to be ready when the time comes."_

"Why would I trust you? I don't even know you. You could be some sort of elaborate trap made by Osborn to lead me to my death. Or maybe I'm just going crazy." Ben swirled his finger in circles next to the side of his head.

_"Listen!"_ The voice shouted._ "I don't have much time left. When the time comes I'm gonna need you to trust me or you will die." _The girls voice was full of complete seriousness.

Ben sat back down on his bed. "Anything else I should know, Ms. Strange?" Ben asked sarcastically.

There was static in Ben's head. _"Trust me... Ben..." _Then nothing.

"Strange? Strange?" Ben asked.

"Shut up in there." Ben moved his head to see Hyde standing on the opposite side of the electric cell. "Already going insane?"

"Well if it isn't your face that's causing this insanity your breath sure is." Ben taunted.

Hyde frowned before he chuckled. "You'll learn. If not Osborn's way then my way."

Ben stepped closer to the electric gate. "I can take anything you can throw at me big boy." He crossed his arms.

"Once you are processed, your immunity runs out. So you better use as many of your jokes as you can before then. Hyde smiled. "Because after that, you are mine."

"Yeah, I'll try not to drop the soap sweet cheeks."

"Enjoy it while it lasts." With that Hyde left.

Ben put his back to the cell wall and slid down. "Oh, boy."

**-The Next Day; Courtyard-**

Alex moved through the hallway and into the Courtyard. The inmates litered the area and carried on their usual business. He pushed past the crowds trying to get to the wall.

Before he got to the wall, he was grabbed on the shoulder. Instinctivley, he spun around to see a dark haired boy and a taller one behind him.

The dark haired boy spoke first. "You Captain America's kid, right?"

Alex remained silent for a while. Answering to an insane criminal that you are the son of the man who put this guys dad away could have devestating consequenses. He responded the best way he knew how.

"Who wants to know?" He crossed his arms and kept a clean poker face. _"Probably not the best way to answer."_ He thought to himself.

The dark haired boy laughed. He nudged his friend. "I like this kid." He turned back to Alex. "Anyways," He continued. "I'm Drew and this is Jay. We're Avenger kids too."

Alex was almost relieved to find more Avenger kids. He knew ther were more out there but didn't count on meeting any of them. He lifted his frown and unfolded his arms. "Avengers kids? In here? I thought Osborn would have killed them all off."

"There are a few of us here." Jay spoke.

"Not alot but more than expected." Drew added. "Come on. We need to talk." He pointed towards the back wall. "We can talk over-" Before finishing he was punched in the back. The crowd behind him backed up as Drew slid on the ground.

He turned to see his attacker stepping towards him. The same man Drew had been fighting the day before. "Round 2 little man."

Jay pushed Alex into the crowd. "Who is that?" Alex asked.

"He calls himself the Kingpin." Jay answered.

"That's Wilson Fisk?"

"No. Fisk went underground a long time ago. This is the new player."

Drew stood up. "Someone's a sore loser."

"The Kingpin never loses. You get that? Never."

"Oh come on." Drew said. "Lets not fight."

A split second later, Drew was on the ground coughing up blood. Kingpin towered over him. "What was that?" He leaned in closer and put his hand to his ear. "I can't hear you over the sound of you chokin' on blood." He stood back up and turned to the other inmates who were howling and shouting.

"Why don't you help him?" Alex asked Jay.

"That's kinda against the rules." Jay answered.

"What rules?" Alex was obviously annoyed.

"Think about it; if you go in there, someone else is gonna go in there, then someone else, and so on and so forth. Drew can take care of himself. Usually."

The Kingpin turned back to Drew who had wiped all the blood from his mouth and trying to stand up straight. But before he could, the Kingpin had his fist burrowed into his chest.

"Stay down, or I'll put you down for good." He said as Drew slid to the ground, gasping for air.

Alex looked around the room for the Guardsmen to come in and break it up. But they were just standing there, pointing and laughing! He then turned to Jay who was standing next to him with a sad expression on his face. Alex grit his teeth. "Screw this." He stepped out of the crowd and into the arena.

"Alex! Wait!" Jay tried to protest but Alex kept walking. "Dammit." Jay whispered under his breath.

The Kingpin laughed as Drew struggled to breathe. He raised his foot to step on him. "Little Avenger brat!"

But as he tried to lower his foot, he felt something suppressing him. He looked down to see a hand on his boot. He followed the hand back up to the source. Alex crouched next to Drew, holding up the giants foot.

With one heave, he tossed the Kingpin into the air! The older man dropped with a thud and slid back a few feet. Alex helped Drew to his feet. "Are you okay?" Alex asked him.

Drew was still breathing hard but managed to speak. "I'll be fine. Thanks."

"Don't mention it."

The two set their sights to the angered Kingpin who had rose from the ground. He turned around to the crowd behind him. "Two on one? That hardly seems fair, am I right?" The crowd cheered. A large group stepped out of the crowd and surrounded the boys. "But this seems about right, don't you think?"

"Quite the public speaker, isn't he?" Alex said to Drew.

The Kingpin pointed towards the boys. "RIP THEM APART!"

At his command, his group of followers ran towards the two. Alex and Drew quickly went to a defense stance. Back to back, the two teenagers pushed back assault after assault. Alex punched one of the inmates and broke anothers arm while Drew kicked one in the knee then punched another across the face.

The Guardsmen were getting ready to break it up. "Leave them." The Guards turned to Hyde who stood with a smile.

"But sir-" One was beginning to speak.

"I want to see how this turns out." Hyde commented. "At ease gentlemen."

One of the inmates managed to get Alex on his knees. Before he could finish his strike, he was pulled off of his feet and thrown backwards. Alex looked up to see Jay standing above him.

He extended a hand. "Hate to say I told you so but,"

Alex took the offer. "I know, I know." Jay lifted him up. They looked over to see Drew finishing off the last of the prisoners.

The crowd that had not participated in the brawl cheered for the three boys, making Kingpin grit his teeth.

"Next?" Alex stared Kingpin in the eye while Jay cracked his knuckles.

The man stepped back and away from the boys, disappearing in the crowd. The other inmates cheered more but eventually filled in the circle, ignoring the unconsious prisoners on the floor.

Hyde watched from the shadows. "Interesting." He whispered.

Alex, Jay, and Drew stepped over to the side near the exit.

"Intense, huh?" Drew nudged Alex.

"Nothing I'd want to do again but yeah, fun."

Drew turned to Jay. "You think we can trust him?"

Alex raised a brow.

Jay shrugged. "Well he did just jump into a fight to save your ass."

Drew laughed ten looked at Alex. "Not to sound too dramatic or anything but we need your help."

Alex rubbed the back of his head. "What kind of help?" He asked suspiciously.

Drew looked around to check for any easedroppers. When they were clear, he pulled Alex closer to him. "We're staging an escape."


	5. The Great Escape

**I'm back! Jeez it's been a while. I felt so bad about going MIA that I made this chapter super long! I hope you all like it!**

**Children of Tomorrow**  
><strong>Chapter 5: The Great Escape<strong>

**-The Vault; January 15; 2:52 AM-**

Alex backed away a little from Drew. "You're serious?"

"Dead serious. Jay responded.

"Which is why we need you Alex." Drew continued. "We're gonna need all the help we can get." He pointed to Alex. "That includes you."

Alex shook his head in disbelief. "I've been here for three days and already know that an escape is impossible."

"We've been here pretty much our whole lives," Jay interrupted. "We know our way around security."

Alex shook his head. "I'm sorry guys but I didn't really plan on dying in a failed prison escape."

"Oh come on." Drew said. "Have at least a little faith in us."

"I don't know anything about you!" Alex argued. He turned to Jay. "Either of you for that matter."

"You know what? That's fair." Drew lifted his sleeve revealing a strane spide-like insignia on his wrist. "To start, my mom was Jessica Drew. Also known as Spider-Woman."

Alex stared at the insignia, he recognized it as the insignia he'd seen not to long ago from an old record. It matched Spider-Woman's symbol perfectly. He didn't know much about her other than the fact that she was mentioned very often in the newspapers he read. "I thought she didn't have any children."

"I was a secret." Drew rolled his sleeve back down. "A pretty big secret if you ask me. I lived alone for a long time. Never leaving my complex. But sooner or later, Osborn's lackeys found me and put me in here. I've been here for six years." Drew explained.

"Six years?" Alex did the math in his head. "You've been in here since you were eleven?"

"Around then, yeah." Drew answered.

"I'm sorry. About your mom, I mean."

Drew rubbed his hair. "You referring to her death at the Hydra HQ? Well you can't miss what you never had." He took a seat on the bench behind them. "But my story's nothing compared to Jay's."

Alex turned his attention to Jay. "Not much to say." Jay crossed his arms. "After the Purge my mom took me and my sister into hiding. It wasn't long before that the Thunderbolts found us." Jay took a deep breath. "They killed my mom and sister. But thanks to my powers, they couldn't kill me."

"What exactly are your powers?" Alex asked.

"I absorb any form of energy and it adds to my own body mass. Basically, the more I get hit, the more I absorb."

"That's cool." Alex couldn't help but imagine what that's like. He looked at Drew. "What about you? What's your special gift?"

"I basically have all of the powers of my mom. Except flight. I don't really know how she got that down." There was a very awkward moment of silence. Finally Drew spoke. "So you know about us. What's your story?"

"I don't know really. I woke up in some sort of cryogenic tube a few years ago. I can't remember anything from my parents besides my dad being Captain America." Alex explained. "While I was in the tube it taught me just about everything I needed to know. And then it released me and I've been hiding ever since."

"You had to be hiding pretty good." Jay said.

"I've been moving around. I never stayed in a place for more than a month."

"Wait, do you have any super powers at all?" Drew asked sitting upright on the bench.

"Well I sort of uncovered that I have small fraction of the super-solider serum in me."

"Well that'll definitely come in handy for our breakout."

"Yeah," Alex rubbed the back of his head. "I'm still not totally on board with that."

"Oh please." Drew pulled himself up from the bench. "As long as our plan goes smoothly, we are going to kick all kinds of ass on our way out of here. Trust me." He put his hand on Alex's shoulder.

Before the conversation could continue, there was another loud whistle, signaling that Free Time was over. The three boys made their way to the exit.

Past the exit of the Court were two narrow walkways. One went to the right while the other went to the left. On each end of the walkways were armed guards. Inmates began to separate from the crowd and towards their designated cells.

Drew grabbed onto Alex's arm. "We'll talk more about it later. When we have time." He whispered in the blonde boy's ear. He then let go and both he and Jay disappeared in the crowd going to the left while Alex turned to the right.

As he was walking, he felt something in his palm. He looked at it to see a small ear piece. He was quickly approaching the guard checkpoint. Thinking fast, he shoved he ear piece into his pants, earning a few confused glances from the inmates around him.

The guards at the checkpoint grabbed him and searched his upper torso and legs. Alex silently prayed that they weren't extremely thorough. The guards let him go and pushed him passed the checkpoint. "Move along." One said.

Alex walked the rest of the way to his cell passing by guard after guard. He finally made it to his cell which was locked as soon as he stepped foot inside. He hopped onto his bed and got under his blanket. He searched his pants for the ear piece and finally found it.

"Oh thank God." He whispered. "Now for another hiding spot." The mattress in the cell had many holes in it, most likely from the previous resident. He stuck the ear piece in the largest hole at the foot of the bed. He sighed heavily before abruptly falling to sleep.

**-Osborn's New York Office; Same Time-**

President Osborn stepped into a room that strangely resembled the oval office. Inside was a woman wearing a business skirt and holding a clip board.

"Miss Hand?" Osborn loosened his tie. "What do you have for me today?"

Victoria Hand handed the clip board to Norman. "The latest report from Stane's Weapon Facility came through. He thanks you for the extra labor you provided. Weapon's production has increased almost 10% in the last week."

Norman glanced at the board. "Send me the latest model for the Guardsmen."

"Yes sir." Hand took the clip board back. Norman moved to sit behind his desk. He waved his hand over the surface, activating a holographic computer. "Also," Victoria continued. "You asked me to keep an eye on our spies in Europe. Well it seems that they've all been discovered. And killed by the Red Skull.

Norman tore his sights away from the computer and looked at his assistant. "Bring me Mr..." He looked back at the computer screen. "Mr. Hollis. From research and development."

Victoria looked confused. "Yes sir... Right away." With that, she left the office.

A few minutes later, she returned with a young man in a lab coat labeled 'R and D.'

"Yes sir, Mr. Osborn?" Hollis asked. In a split second, a gunshot echoed through the office. Victoria shut her eyes as Hollis' body dropped dead to the floor.

Norman stood over his desk with a smoking pistol in his hand. He carefully placed the pistol on the desk.

Victoria stepped over the body. "A spy sir?"

"Correct Miss Hand." Norman tapped a red button on his desk. "Send me a clean up crew." He said into the intercom.

"Yes sir. On their way now." The voice on the other end responded.

"The Red Skull wants to play hard ball? Lets show him how to play."

**-The Vault; January 16; 12:57 PM; Ben Parker's Cell-**

"Yahtzee. Shenanigans. Hancock." Ben sat on his bed staring at the wall. "Carousel, Riff raff."

There was a knock on his cell. Ben spun around to see Mr. Hyde and a few other Guardsmen standing at his cell. "What the hell are you doing Parker?"

"Just naming funny words that make me laugh on the inside. Do you know the exact definition of shenanigans? I would look it up in a dictionary but..." Ben motioned to the handcuffs still on his wrists. "You know."

"Shut up." Hyde looked to one of the Guardsmen. "Open it." A Guardsman opened the electrical cell. The other two entered the cell and each took a hold of Ben's arms and lead him outside of the cell. "You are being moved."

"Oh wonderful." Ben chuckled to himself. "Gonads. Now that is a funny word."

Hyde began walking, followed by Ben and the Guardsmen. "Lucky for you, you are currently being processed to an Oscorp facility on Norman Osborn's orders.

Ben raised an eyebrow. "Not that I'm going to miss this place but why?"

"Testing. That is all you should know. And I was so looking forward to breaking every bone in your body."

"You know, you are one gingatic douche bag." Ben looked at the two Guardsmen holding his arms. "Don't you think he's a douche bag?"

"Do you kiss your mother with that mouth? Oh, right." Hyde gave a sinister smile.

"Touché. So Hyde," Ben said. "You know so much about me. I don't know much about you. How long have you been Osborn's bitch?"

The Guardsmen around Ben started to snicker.

Hyde restrained himself from back-handing the boy. "Your petty insults will not-."

"Because he orders you around and you bend over and take it." Ben went on. "I mean, you'd expect at least a little bit of retaliation but no, you just obey like a dog. Not that you are unlike a dog. I'm just using a – a –uh, what's that word? It's a funny word."

Hyde continued walking, clenching his fist and teeth. Every ounce of him wanted to crush this prisoners head into the ground but knew that he'd be risking his own life. He tried to ignore him but if the boy was anything like his father that would be extremely difficult to do.

Ben snapped his finger. "Simile! It's a simile! A simile is used to compare things using like or as. I said you are like a dog. You get it? Nailed that one." Ben said, feeling triumphant.

Hyde tensed his shoulders. "I'm going to ignore you." He said as calmly as he could.

"You know," Ben started. "I am seriously trying to annoy you. You make it so easy!" He smiled. "You're like a giant plush toy. On steroids of course but a plush toy nonetheless."

Hyde spun around and leaned towards Parker. "I hate you beyond the reasonable extent that anyone could ever believe. And I think that if you had to stay in my prison for another minute, I'd kill you. Brutally." He said seriously, staring into the boys eyes.

"Do you ever try tic-tacs?" Ben asked, basically ignoring what Hyde said. Hyde angrily turned back around and continued walking along the walkway, still followed by Ben and the Guardsmen holding him. "I mean, really those things are a life saver during dates. Well not that you'd be going on a date in this plane of existence but still. You get my point." Ben and the Guardsmen started to giggle.

**-Thunderbolts HQ; 1:12 PM-**

Damian sat on the couch of the HQ's lounge. He had a picture in one hand and his bow in the other. The picture was an image of a younger Damian and a taller blonde man rubbing his head. The man was Damian's father. Clint Barton. Damian was fully aware of his past; his parents. His father was known as the superhero Hawkeye and his mother was the Mockingbird. So naturally, he has an athletic trait combined with street smarts. His parents died when he was 7 years old and he's been on his own ever since. Before he died, Clint taught him how to wield a bow just in case and it seems that the training paid off. He worked his way up to Thunderbolts member just to keep out of Osborn's way.

Damian looked away from the picture and to the bow. After he took down Alex Rogers, a fellow Avenger's kid, he's been thinking: Is it all worth it? He never really liked the killing or the people he had to work with but he put up with it so he doesn't become a target himself. But most of the people he's had to kill or capture didn't deserve it; Innocent people, mutants, retired politicians, and now the children of superheroes.

He tightened the grip on his bow. He'd had enough. He put the picture in his pocket, lifted his hood over his head, and wrapped his bow over his shoulder. He proceeded to leave the headquarters until someone grabbed his shoulder.

"Where do you think you're going kid?" Damian turned around to see Bullseye, Deadpool, Electro, Rhino, Sandman, and the new Whiplash.

"Can I get through one day without being bothered by you all?" Damian said, frustrated.

"Where are you going?" Electro repeated the question.

"Does it matter?"

"Where-."

"I'm going out." Damian blurted to stop them from asking a third time.

"You're not allowed to go out."

"Yeah? Well I am." He turned towards the door. "Who are you? My parents now? I'm out of here. In fact, I quit." He opened the door.

Electro chuckled. "Do you have any idea who you are if you quit the Thunderbolts? An Avengers kid. And we're ordered to kill or capture any Avenger kids we find. And to be honest, you're not really liked that well around here so the chances of you being captured are very slim." He explained.

Damian thought for a moment. "I don't care." He grabbed the Thunderbolts emblem on his jacket and yanked it off. He tossed it on the ground at the feet of the villains and left, slamming the door on his way out.

"So do we go after him?" Rhino asked.

"Track him." Electro said, picking up the emblem. "Let's find out where he is going first." He crushed the insignia in his hands. "And then we kill him."

**-The Vault; Alex's Cell; 2:30 PM-**

Alex sat on his bed staring at the walls. Drew told him that he would get in contact via a com link he was given which was now safely in the palm of Alex's hand. Whenever a Guard would walk by the cell, Alex would simply close his hands together to avoid suspicion.

After hours of painfully sitting around, the com-link started to flash red. He quickly checked for Guards then put it to his ear.

"Um. Hello?" He answered in a whisper.

"Good." Drew's voice came through in a whisper as well. "You still have it. And if I'm right, this frequency is unknown to the type that the Guards use. They can't break our contact or listen in for that matter. Okay, we don't have time but we have a plan and it's going down. Tonight."

Alex turned back to make sure no one was listening in and then continued. "What's the plan?"

"Listen up. I can only say this once." Drew explained his plan to Alex in very specific detail. "Do you understand?" Drew finished. "Remember, 7 o'clock."

"Yeah, I got it." With that they closed their coms. Alex ran his hand through his hair. "Wow. That might actually work." He noted.

**-Outside of the Vault; 6:42 PM-**

Damian walked towards the giant gate surrounding the entrance of the Vault. A solid fortress. No one in or out. He really hoped he knew what he was doing because if not, he could spend the next part of his life getting to know the inside of a cell.

Damian walked into the Vault's entrance, seeing the massive circular design of the prison. The Vault itself was made of 18 floors. Floors 3 to 16 were standard holding cells, floor 2 was the Courtyard and floor 1 was the Vault of criminal possessions which were both underground. Level 3 was the only part to have an actual exit. The 17th floor was the Intensive Treatment block and the 18th floor was the Warden's office. To go along with it's simple design, the Vault had no elevators or any other means of transport other than the stairs that connected each floor to another, and even those were guarded around the clock.

Damian made his way to the main stair well, passing Guard after Guard, all eyeing him strangely. He made sure to keep his Thunderbolt ID shown at all times, just in case. After minutes of walking, the archer eventually got to the 18th floor. Once he got to the door leading into the Warden's Office, the Guards in front of it immediately held out their palms.

"Where do you think you're going?" One of them asked.

Damian thought quickly. "Hyde wants you two in the Vault. Bottom floor. Now." He lied.

"What?" One of the Guardsmen looked at the other, confused.

"We have office duty." The other stated.

"I'm just telling you what he told me." Damian said. "But if you want to piss off the Warden then by all means..."

"Wait!" The Guards started to move to the stairs. "We're headed down there right now." With that, they ran off.

Damian smiled then opened the door. He half expected to see Hyde but was met with the empty office room. The office had to be the nicest thing he'd seen in the entire prison. Damian moved to far side of the office, towards Hyde's computer. Just about everyone who ever stepped foot into the prison had a file on Hyde's computer and he was going to need those people if he wanted to even stand a chance against Osborn.

The computer turned on and went straight to a password box. Damian reached into his back pocket and revealed a flash drive. He placed it into the side of the computer and in a matter of seconds, the password was unlocked. After a very brief moment of self-celebration, Damian got back to work. He scrolled through the Warden's files and found one labeled 'Avengers.' The archer opened the file and saw a list of each and every known Avengers kid and their current location. Most of them were inside the prison or dead but if he could grab the ones that were still alive and convice them to help, he could have a team in no time.

Damian printed off the list and stuck it into his pocket before turning the computer off. "Now," Damian spoke to himself. "How the hell am I supposed to break these guys out?" He thought for a moment and then noticed the circular red, white, and blue shield above the desk. "No way." He grabbed the shield and examined it. Alex's shield.

**-The Courtyard; 7:01 PM-**

Drew had to make it quick. They were running out of time and soon, their window of opportunity will close. He had to make it happen. Drew pretended punched Jay in the face then hit him in his gut lightly. Jay fell on his back, forcing himself to cough. The inmates inside the Courtyard circled around the fight, yelling as usual. Alex had his back to the wall and his arms crossed, watching. He hoped that these two knew what they were doing.

Damian stood over Jay. "Come on! Get up, meat!" Damain grabbed Jay by his colar and lifted his right hand in the air, high enough for anyone to see and it started to glow yellow. In a few seconds, Drew's hand was covered in plasma energy!

Just as planned, a few of the Guardsmen keeping watch sprung into action. One tackled Drew and put him in a hold, another kept his weapon aimed at Drew, and the other helped Jay up.

"Do you want to end up in Intensive Treatment?" The Guard holding Drew yelled at him. Drew pretended to struggle as he was pulled to his feet.

"You all stay back!" The Guardsman aiming at Drew yelled to the other inmates. The Guard helping Jay up eventually moved him to one of the benchs then made his way to the other Guards.

"What do we do with him?" The Guard asked, pointing to Drew.

"We put this piece of trash in Intensive block." The other responded.

"Congratulations kid," The Guard holding Drew said. "You just bought yourself a few months in hell." With that, the three Guards escorted Drew up the stairs and towards Level 17.

Drew smiled a little. All a part of the plan.

Jay and Alex watched as Jay was hauled away from the Courtyard.

"Okay,"Alex turned to Jay. "Did you get it?"

The boy pulled a tazzer from the back of his pants. "Got it." Jay responded. He put it back onto the back of his pants.

There was a loud whistle, signaling that all of the inmates return to their cells. Alex and Jay parted ways, waiting for part two of Drew's plan.

**-Level 17- **

Drew and the two Guards escorting him finally made it to the Intensive Treatment level. The inmates who were "having a bad time adjusting," as Hyde would put it, were kept in Intensive Treatment for a certain number of days, weeks, even months, denpending on what the inmate did. In Drew's case, using powers, he'd be in Intensive for 7 months a the very least. Each cell was extremely small. They were full metal and extremely cold. All were like this except one that was a little bigger than the rest. That cell housed a very important person, one critical to determine if Drew, Jay, and Alex would make it out of the prison alive. Her cell was a giant electro magnetic, trapping her inside but Drew was about to free her.

Drew looked around and noticed no cameras. _'Hyde must be getting cocky'_ he thought. He had to act now. Drew dropped to his knees.

The Guardsmen stopped. "Hey!" One of them shouted. "Get the hell up." When Drew didn't respond, the Guard leaned down. "I said-." He was cut off when Drew rammed his head into the man's face then quickly kicked the other in the throat. Drew then grabbed the man he head-butted and slammed his face into the ground. The same with the other Guard. Surprisingly, the men dropped fairly easily. Drew pulled the men to the side and took their security cards.

Drew ran down the corridor, looking for the right cell. Then he found it. The door was labled with a caution sign: "Warning. Dangerous Inmate Inside. Do NOT Open Door." Drew approached the door, cleared his throat nervously, then knocked. "Um. Hello?" No response. "Hello?" He tried again. Hopefully the girl inside wasn't dead yet.

"Hello?" Was the response. "Who's out there?"

Drew sighed in relief. "I'm Drew and I'm here to break you free." He said.

"Wait. What?"

"Look I'll explain when I get you out of there okay?" Drew found the power control to the room and was about to enter one f the key cards in. "I'm about to turn off the power." Drew said before shoving the card into the slot. A holographic panel appeared in front of him, asking if he wantd to turn off the power. Drew pressed on th 'Yes' button and ther was the sound of the generators to the Intensive Treatment cells powering down.

"Finally!" The girl inside shouted. "I can take the rest from here. Move back." On her command, Drew moved a few feet away from the door. There was a bang and then a sound of something powering up. Then a bright blue flash encased the corridor as the door shot off of its hinges. Drew covered himself as the door fell to the floor. He looked in amazement the turned to the entrance of the door. Drew's eyes widened as he saw a stunning young girl step outside of her imprisonment for the first time in years. She had very pale skin due to lack of sun light but her long jet black hair and bright blue eyes drew the attention away from it. She had on a Vault prison uniform like everyone else excetpt hers were singed and tattered in certain places, possibly from the electro magnet. Even still, she was beautiful.

The girl took a deep breath, taking in all of the fresh air she could. "That feels... awesome." She said smiling. She then looked to Drew and seemed taken back. "Woah. You are cute." She said.

Drew tried his best not to blush. Then extended his hand. "I'm Drew."

She took his hand. "Yeah I know. You said it earlier." The girl moved a strand of her hair from her eyes to behind her ear. "I'm Cynthia. Cynthia Stark."

Drew rubbed the back of his head. "Nice to meet you Cynthia Stark." Drew smiled back. Then he shook his head. "Right. Look, I have a few friends out there. Other Avengers kids like me and you. We're breaking out of here and we need you." He told her.

"I was wondering when someone would try." Cynthia looked at Drew for a moment. "I'm in."

"Great." Drew pulled a small com link out of his pants, put it to his ear and tapped it. "Guys. It's Drew. Can you hear me?" There was silence.

"Drew?" Alex said. "What's going on?"

"I got her. She's willing to help." Drew reported.

"Awesome." Alex whispered. "Now we might actually stand a chance."

"So do we go into part two?" Jay asked.

"We go into part two." Drew said. "We'll see you in a bit." With that, he closed the link and turned to Cynthia. "Follow me."

**-Jay's Cell-**

Jay closed his com link and moved to the small bed in his cell. He tossed the pillow onto the ground and picked up the tazzer that was laying underneath it. The boy examined it then positioned it to the center of his chest. Jay took a deep breath then shut his eyes tight as he rammed the arc of eletricity into his body. He felt the surge of power flow inside of him and soon, his muscles tightened and grew. The pain was replaced with something like an adrenaline rush. In a few seconds, the tazzer was completely drained of power and Jay stood stronger than he has been in a long time.

He moved over to the cell doors and gripped two of the bars. With one quick heave, he ripped the gate from its hinges and threw it to the other side of the corridor. The Guardsmen immediately reacted.

"What the hell?" One yelled, running to the cell. He brought his assault rifle up to the boy inside. Before he could shoot however, the boy slammed his fist through the Guard's helmet, knocking him out cold. He charged down the corridor ramming through Guard after Guard until he slid sideways, forcing himself to stop. A few Guards ran down the corridor chasing him.

"Stop right there!" One shouted as he aimed at Jay. Quickly thinking, Jay, grabbed one of the men he ran into and threw him into the incoming wave. He looked around to the somewhat frightened inmates before turning towards the stair well.

He clicked his com. "Alex. Where are you?" Jay asked.

"Right above you. There are about... 5 or so Guards around this block." He warned.

"No problem." Jay ran quickly up the stairs but made sure to keep a steady pace. He could feel is body loosening and soon the energy he absorbed will be gone. He had to hurry.

Once he made it to the next floor, he peaked around the wall. Alex was right, there were exactly 5 Guards casually walking through, keeping watch. Alex's cell was on the far side of the corridor. Jay took a deep breath and grabbed the Guard approaching the corner by the neck and slammed his face into the wall.

He then ran around the corner charged down the corridor. A few Guards noticed him but the oes that didn't were taken down by the charging attack. The two remaining Guards started to fire at Jay but the bullets once again, bounced off of him. Jay picked up the fallen bullets and flicked them at the Guards, hitting their vests and forcing them into the wall behind them.

Jay ran over to Alex's cell, his power now depleting rapidly. "Good job. Now get me out of here." Alex said.

"You forgot to say plaese." Jay joked. He grabbed the bars and pulled but couldn't get it to budge. "A little... help here." He strained.

Alex grabbed the bars and pushed with him. Eventually the two pulled the bars from the wall. freeing Alex. Jay, now empty of power, struggled to throw the bars and dropped to his knees panting heavily. Alex rushed to his side and helped him up.

"Jay? You alright?" Alex asked.

"Yeah." Jay responded. "I'm fine." He stood up on his own and patted Alex on the shoulder. "We have to go meet Drew." They both ran off towards Level 3.

**-Processing Room-**

The Processing Room was right next to prisons exit meant for prisoners who woud be leaving the Vault or coming in. After hours of waiting, sitting, and cracking jokes, Ben was finally about to be processed through from the Vault to an unknown lab facility to be 'tested on.'

Hyde escorted Ben to the exit of the prison and the Guards patrolling the doors punched in their key codes and the electrical gates opened.

Hyde then pushed Ben outside before following him. Outisde was a black convoy truck with the name: Oscorp on its side. Ben turned to Hyde. "It's been a pleasure." He said to him.

"Get out of my sight. Now." Hyde said to him as he freed Ben of his handcuffs.

"The least you can do is shake my hand Hyde." Ben said, extending his hand. The warden grunted then grabbed Ben's hand. The boy smiled before grabbing Hyde's hand with both hands and flung him into the truck next to them. Ben rushed to cover while the Guards were busy trying to aim their weapons at him.

"Shoot him!" Hyde yelled trying to get himself from the reckage of the truck. "Shoot him now!" Parker was a lot stronger than he cared to let on. The Guards tried to shoot at Ben but the boy hid behind one of the other convoys.

As the bullets riddled the side of the truck, tried to think. "Yep." He said to himself. "Probably should have ran for hills instead."

_"Haha, very funny."_ The voice in his head said.

"Jeez." Ben said. "Not the time, Strange." He said.

_"No. Now is the perfect time. Get rid of these guys then-."_

"Easy for you to say." Ben said as he grabbed on to the door of the truck and ripped it off.

_"Just do it." _Strange sighed.

"Will do." Ben jumped into the air and threw the car door at the closest Guard then clung onto the wall of the prison. The Guards began firing there but all missed Ben. The boy jumped off of the wall and landed on one of the Guards. Then he webbed one of their legs and pulled them to the floor and flipped onto anothers chest. Using that as a spring board, he leapt into the air and shot webs at the men, wrapping them all in a net of webbing.

Ben landed on the ground gracefully. "Yes. I am just that damn good." He said smiling.

By then, Hyde had pulled himself free of the wreckage. "If you want something done," He ripped what was left of his shirt off of him and threw it to the ground. "You have to do it yourself."

"Woah." Ben said. "Oh! I get it! It's charades. You must be the greased up shirtless guy."

"Keep laughing." Hyde said as he lifted the convoy truck weckage above his head.

"Oh trust me, I will." Ben readied to fight. Hyde tried to slam the truck down on the boys head but Ben jumped to the right, barely dodging the wreckage from falling on top of him. Ben rolled on the ground but as soon as he recovered, Hyde smashed his fist into Ben's stomach. For a second, Ben lost all of the air in his body before falling on the ground, clutching his stomach, trying to breathe. He couldn't even let out the shout of pain that he desperately needed to get out. Knowing nothing else to do, Ben tried to crawl away.

"Where do you think you're going?" Hyde latched onto Ben's ankle and picked him up. "What? No clever pun? No funny sounding words?" Hyde put Ben in a bear hug, crushing the boy. The teenager finally let out the scream of pain that he needed as he felt his ribs being broken. "I've been killing super heroes for a long time now. I know I can take care of an annoying rat like you." Ben tried not to focus on Hyde's disturbingly joyfull face. "You die now, bug."

Ben clenched his teeth and stared Hyde in his derranged eyes. "No..." He managed to say. Ben thought for a moment then bit Hyde's nose, hard. Hyde shouted in momentary pain before shaking Ben's teeth off of him. Taking his distraction, Ben reared back his knee and then thrusted it forward, dead into Hyde's crotch!

The giant of a man pushed Ben off of him and dropped to his knees. Ben took a moment to recover as well. He stood up and grabbed one of the tires to th destroyed vehicle and slowly limped a little closer over to Hyde and threw the tire. But due to his dizyness, the tire flew of course and Ben fell to the ground.

Hyde finally stood on his legs and walked over to Ben. "I've heard of fighting dirty but you have thorougly impressed me." Hyde slammed his foot onto Ben's back.

Ben turned his head to look at Hyde and smiled. "Do I have the face of someone that cares?"

"Soon you won't have a face at all." Hyde applied preasure to his back.

Ben shot a web at Hyde's face, blinding him. "Argh!" Hyde clawed at the webs trying to pull it from his eyes.

Ben pulled himself from underneath Hyde and shot two web lines in an 'X' formation to the sides of Hyde and pulled up, launching himself from the ground. Ben upper cutted Hyde in the jaw then flipped backwards and grabbed a random piece of wreckage from the ground.

"Not gonna miss this time." Ben said as he ran towards Hyde. He smacked the side of the metal into the side of Hyde's head then his gut and the top of his head. Hyde finally yanked the webs from his eyes, only to see Ben whack him in the head again with the piece of metal. Hyde stumbled back a little.

Ben jumped and landed on Hyde's chest, sending him falling on the wrecked truck once again. Ben put the tip of the metal bar he was using, which was now sharpened to a sharp point, to Hyde's neck.

"You can't do it." Hyde said. "You won't kill me. You're a hero, remember? You don't kill people."

"Begging for your life Hyde?" Ben eased the point directly under Hyde's chin, to wear it was touching his throat. "It doesn't suit you."

"What- what would your father say?"

"You leave my dad out of this!" Ben snapped.

Hyde couldn't hide the terror he had about the boy. Ben had a look of shear hatred on his face. The whole time Hyde had known the boy, he never once would have guessed that the boy had this much of a dark side. "What are you waiting for? Do it." Hyde said. Ben narrowed his eyes. "Do it." Hyde repeated. Ben clenched his teeth together. "Do it!" Hyde yelled.

"Ah!" Ben lifted the metal piece an threw it to the side of the lot. Hyde panted heavily, feeling his heart beat loudly. That was the first time he had come close to death in over twenty years. Ben starred down at the man. "You may be a sickening piece of pathetic trash, but I'm no killer. And I never will be." Ben slammed his fist into Hyde's face, knocking him out.

Ben sighed and moved off of him. He looked to the prisons entrance and then to the freedom in the form of the New York City buildings. He thought for a moment then ran towards the entrance. _'What the hell am I thinking.' _He thought.

Ben ran into the entrance to see a full cell block of political prisoners; the people who actually didn't deserve to be in the prison. He limped over to the first unconsious Guard he could get to and took their key card. He walked over to the corridors control panel and entered the key card into the slot and pressed a few buttons before the cell doors to the over crowded cells opened.

The inmates inside all crowded out looking around in confusion. Most of them ran up to Ben, thanking him and asking him if he was okay. Eventually one of them pushed his way passed the crowd and to Ben.

"You okay?" He asked.

"For the millionth time, yes!" Ben said obviously aggrivated.

"Sorry, I'm Samuel Jones. Sam for short. Do you need any help?"

"No. Thanks Sam." Ben said.

"Really? 'Cause you really look like crap."

It was then that Ben took notice of his clothes. Most of it was ripped and bloody mostly everywhere.

"I'm fine. Can you drive?" Ben asked him.

"Yeah, sure but why?"

"There are like a dozen trucks out there. Take one -anyone- and get the hell out of here." He said.

"Listen," Sam made sure Ben didn't pass out by holding him up. "I am part of the Resistance. I can help get you out of here. Now lets go." Sam tried to put Ben's arm around his neck but Ben pulled off and leaned against the control panel.

"No, look. I just kicked the crap out of the biggest guy in this whole prison. And now the Guards are swarming this place. Either Norman Osborn, some of those Thunderbolts, or both are going to be here soon. I need you to get these people out of here." Ben said urgently. Sam began to walk towards the exit of the prison with dozens of other inmates following him. "Go! I'll be right behind you." Ben shouted. Sam and the others left the prison and loaded into the convoys while Ben kept watch.

As soon as Sam was about to get into the drivers seat of one of the trucks, there was he sound of helicopters above them. Ben looked up. Oh, what now?" He asked. The boy looked back to Sam who was looking up at the appraching helicopter. "Get the hell out of here!" Ben yelled again. Sam immediately got into the truck and lead the other three trucks towards the exit, finally free from the Vault.

Above them in the helicopter, two soliders peered down, seeing the wreckage and the multiple knocked out Guards.

"What the hell happened here?" One asked.

"I don't know but I'm taking her down." The pilot said. As the helicopter began to descend.

"Have your weapon ready. We're carrying precious cargo."

"Huh," a voice in the back said. "Is that so?" The two turned around to see a boy in a tattered Vault prison jump suit standing behind him. "How precious are we talkin' hear?" Ben asked, smiling.

"Holy!" The man next to the pilot tried to pull his hand gun from his side belt only for Ben to shoot a web line at him, sticking the soliders hand to his side. Then knocked him out. The pilot only tried to land the helicopter safely. Once the helicopter was on the ground he turned to Ben.

"Look, I don't want any trouble." He put his hands up.

"Okay..." Ben cocked an eyebrow. "Wierd." He and the pilot climbed out of the helicopter. "What's the precious cargo?"

"An Avengers kid. Like you, I'm guessing." The pilot said. "The daughter of Thor."

Ben's eyes widened. "Wait... You mean the hammer wielding, thunder controlling, prince of Asgard Thor?"

"Yeah. The girl gave our men a pretty bad time."

"Yeah." Ben trailed off for a second. "Look, lets make thie easy. You don't seem like a bad guy and I really don't want to have to punch your lights out so how about you just run." Ben suggested.

"Um. Sure thing, kid." With that, the pilot jotted towards the exit.

Ben sighed, caressing his broken arm. Then he looked over to the helicopter. Inside was a tube with th 'Thor girl' inside. "Lets hope she plays nice." Ben climbed into the helicopter and pulled the tube outside. He looked around it for a release switch until he found a red panel on the side. He pushed it in and the top of the capsule flung open as air hissed from the inside out.

The girl inside slept peacefully as Ben looked at her in amazement. "Woah." Were his only words. He reached for her neck and checked her pulse. "Still alive. Good. So uh. How do I wake-."

He was shocked to see the girl's eyes open as furious blue eyes glared at him. Shr frowned and then jumped from the capsule. Something told Ben that she was alright and wasn't going to harm him, mostly due to his spider sense not going off. But he soon found himself wrong when the girl wrapped one hand around his neck and lifted him off the ground.

"You are... surprisingly strong." Ben pointed out.

"Who are you? Where am I? Where is my sword?" Seren bombarded Ben with question after question.

"I didn't know we'd be playing twenty questions." Seren still glared at him. Deciding that it'd be best if he acted serious, Ben wipped the playfullness from his face. "Okay look. I'm Ben. Ben Parker. This place is a prison. Osborn's guys found you from... Wherever you were hiding and brought you here as their prisoner. I just took out the warden of this dump and found you in that tube which was in that helicopter and now the daughter of Thor has her hand around my neck." Ben smiled a little. "Am I missing anything?"

Seren's furioucity faded as she let him go. "I'm... sorry." She apologized. "I didn't mean to-."

"Hey, you really want to make it up to me? Help me get the rest of the political prisoners out of this place." Ben said pointing towards the prison.

Seren nodded then was about to follow him when she stopped. "Wait." She turnedback to the helicopter and searched inside for a moment before coming back out, carrying her sword. She slid the weapon onto her back harness. "I'm ready."

**-Level 6- **

Damian ran down the corridor as red lights flashed through the halls. It was strange running with Alex's shield on his back which he tried his best to keep hidden by placing it underneath his quiver. Most of the violent inmates yelled at Damian, threatening him and demanding that he open their cell. Damian ignored them as usual and kept running. He knew for a fact that he didn't trip any alarms on the way out of Hyde's office. So what the hell was going on? Eventually, he came to a group of Guardsmen running ahead of him.

"Hey!" Damian called. "What's going on?" He asked.

The Guards stopped and turned to him. "You're a Thunderbolt aren't you?" One asked.

"Thank God." Another said. "The Avengers kids have broken out." He reported.

"What?" Damian was obviously confused.

The radio transmission on the Guards com link reported loudly. "Units five, six, and, seven," The voice on the other side called. "Report to Level 3. The Avenger kids are making their way to the exit from Level 5. Get to the stair well and ambush them. No prisoners. Kill the sons of bitches." The voice said grimly.

Damian clenched his fists. _"Why did these bastards decide to escape the day I try to help them?"_ He thought.

"Lets go men." One of the Guards said. He turned to Damian. "You too Thunderbolt. We could use all the help we could get. We called your friends a few minutes ago to help out." The men started running down the hall again.

Damian widened his eyes. The Thunderbolts were on their way. That was not good. As the Guards ran, Damian took out three tranquilizer arrows and fired them into the backs of the Guards, knocking them out. Damian took one of their radios and put it on his belt then ran down the corridor. This was bad. Very, very bad.

**-Level 5-**

"Jay!" Alex shouted, breaking a Guardsman's arm then tossing him to the ground. "Where is Drew?"

"How the hell should I know?" Jay grabbed one of the Guards and slammed him into the wall. "I know he can take care of himself but-."

"Ask and you will recieve." Jay ad Alex looked up to see Drew drop from the ceiling, landing on one of the Guards faces and catapulting off. "You miss me?" He said smiling, dodging a few bullets from the Guards.

"Not really, no." Alex smiled back.

"I brought some help." One cue a blue blast fired out towards the Guards near the stair well, taking out the rest. "Guys," Drew looked up. "Meet Cynthia Stark. Cindy for short."

Alex and Jay looked up, seeing a red and gold clad girl flying above them. A majority of her skin was red plated with gold underneath. Her face was gold with red outlining around the cheek bones back. Cindy's eyes were a bright blue color, matching the blue circle in the center of her chest. To top it all off, her hair was red with a few gold highlights. Cindy landed on the ground next to the boys and her plated skin seemed to begin to move off of her body and to the center of her chest, around the blue light. In a few seconds, she had completely normal skin despite its pale complextion.

Drew lookped to the two other boys with a wide grin on his face. "Pretty neat, huh?"

Alex and Jay stood there, wide eyed and there mouths hanging wide open. "That's pretty freakin' awesome." Alex said.

"No kidding." Jay commented.

Drew nodded towards the now clear exit. "Lets go." The four ran towards the stairs.

Jay jogged next to Drew. "Dibs." He said.

"Already called it."

"Damn."

Cynthia couldn't help but smile at the boys remarks towards her.

The boys ran around the corner and were shocked to see no Guards in this block, only yelling prisoners.

"Did we- Did we get them all?" Cynthia asked.

"Right when things were getting good." Jay complained.

"Something's not right." Alex stated.

"Whatever." Jay said. "Lets just get to Level 3 and get the hell out of this crap hole."

They started moving towards the stairwell on the other side of the prison block. Alex moved slower than the others. In his gut he knew something was wrong but wasn't sure why.

There was the sound of rapid footsteps in the stairwell. The four teenagers immediately put up their guard, waiting for whatever it was. Before long, a boy ran into the corridor and immediately stopped in his tracks, seeing the group of Avengers kids, staring at him. He obviously seemed surprised.

"I... uh... I mean you no harm." He said, putting his hands in the air.

It was then that Alex recognized his face. "Wait," He put his fists to his side. "Barton?"

Damian paused. "Yeah. And before you think I'm going to-." He put his hands down and began walking forward.

"Stay where you are!" Drew said charging up a flare of plasma energy around his hand, aiming it at Damian. "Alex, you know this guy?"

"Yeah. He's a Thunderbolt assassin." Alex told them, narrowing his eyes.

"Yeah, I'm definitely melting him." Drew said.

"Wait, wait!" Damian reached behind him and pulled out Alex's shield, showing the white star in the middle. "I'm here to help you. I swear." Damian promised.

"Alex," Jay said lowering his guard. "Are you sure we can trust him?"

"It's hard to answer that when he is the guy who put me in here." Alex answered.

"I quit the Thunderbolts. And that makes me just as wanted by Osborn as you." He said truthfully. "Trust me. I can help you. In fact right now, the Guards are going to be waiting for you on Level 3." Damian looked at the shield then tossed it on the ground towards Alex. "If you don't chose to trust me... I'll understand. I know I don't deserve it."

Alex picked up his shield and looked at it then to Drew.

"Look, Alex, you have experience with this guy, we don't. Do you trust him?" Drew asked Alex, lowering his hand.

Alex looked at Damian for a second. "I might live to regret this but..." He slid the shield onto his arm. "You're in."

Damian smiled a little. "Thank you." He said. "I promise, I'll-."

"But if you give us any reason to not trust you, we'll ship your ass to Osborn's front door." Alex threatened. "Now, how do we get past those Guards?"

Damian thought for a second. "We have to charge them. It's the only way."

"Look," Drew chimed in. "I don't know about you but we don't have suicide wishes."

"Not blindly charging them." Drew pulled his bow and an arrow from his back and loaded the arrow into the bow. "We do it strategicly.

Alex looked down at the ground then back up and smirked. "Follow me."

-Level 2-

Ben and Seren stood in the center of the Courtyard. "Well," Ben said rubbing his head. "This was extremely disappointing." He said. The two had descended into the lower levels to find more political prisoners, only to find the Courtyard completely devoid of occupation. "The other Guards must be looking for us." He said. "Well unless they all decided to take a coffee break out the worst possible time." He looked to Seren who was looking at the ground with a sad expression on his face. "Not very talkative are you?"

Seren shook herself from her daze. "Oh, I'm sorry um.. what was it? Ben?" She asked. Ben nodded. "I'm just a little... home sick. I guess."

Ben walked up to her. "I would love nothing more than to sit down with you and talk (preferably over a candle lit dinner) we should probably get out of here first." He suggested.

"Oh. Right." The two moved up the stairs to Level 3 only to see a large group of Guardsmen readying for a fight around the exit.

Ben stopped Seren from walking and pulled her back around the corner. "Oh crap." He said. "They're wating for us." He took another look. None of them were looking torwards the stairs but were reloading any weapons they could.

"What do we do?" Seren asked Ben.

"I hope you're good with that sword." Ben looked back around the corner to see the Guards beginning to move around more. He looked towards Seren. "On three we take them by surprise." Seren nodded, slowly pulling her sword from her back. "One... two..."

Just before they could charge, there was a loud cracking sound in the cieling abov the Guards. Then another, and another until a small circle in the ceiling opened up around them! Before anyone could tell what was going on, there was a whistle and a shroud of smoke quickly covered the exit level, including the Guardsmen.

"What the hell?" Ben asked, covering his mouth from the smoke.

-Level 3-

Jay fell through the crack in the ceiling, falling on top of a group of Guardsmen. Then Damian aimed downwards at no specific target. He shot four gas arrows down onto the ground and when they hit, a huge cloud of white smoke dispersed from the arrow heads, covering the area.

"Alex," Drew called. "You're up!"

Alex, Drew, Damian, and Cynthia jumped from the hole and landed in the smoke. In a few short seconds, the group had cleared the entire Level of Guards. Alex slammed his shield into the helmet of the last Guardsmen, completely shattering it.

He turned to the other teens. "That was easier than expected. He said smiling. The others, save for Damian, all smiled at the thought of freedom. The door was literally wide open for them and they were finally free.

"Wait." Damian stopped them and narrowed his eyes. "No." He muttered.

"Damian?" Alex looked in the direction Damian was staring. "What's wrong?"

Damian pointed. "Them."

In a flash Electro, Rhino, Shocker, and Deadpool were standing in the doorway, smiling.

"Did you really think that it would be** that **easy?" Electro asked them, letting an arc of electricity dance around him. "Oh kiddies, the party has just started." He looked to Damian and smiled. "Hey Damian." The villain launched a stream of energy from his hands towards Damian. Alex hopped into the path of the stream and blocked it with his shield. The boy rolled on the ground then threw the shield at Electro. But before it made contact, Deadpool quickly pulled out one of his pistols and shot a single bullet at the shield's edge and caused the projectile to fly into the air, missing its target.

Alex stood in awe. "That's why they call him the best assassin." Damian said referring to Deadpool. "The merc without a mouth."

Deadpool stood emotionlessly and aimed his pistol at Alex. Electro smiled. "Kill them." With a single phrase, the Thnderbolts sprang into action, charging towards the kids. Alex dodged an elecrical blast from Electro and grabbed his shield from mid-air which had just then been falling back to the ground and dodged another blast.

Rhino charged towards Drew and Jay who both jumped to the side, barely dodging him. Rhino kept charging forwards until he got to Cynthia. The girl's chest started to light up blue as her armor ran around her skin, encasing her. Soon she was in her 'Iron form.' She planted her feet firmly on the ground and put her arms in front of her. The Rhino ran directly in to her but he was shocked to feel himself come to an abrupt stop. Cynthia used all of her strength to stop Rhino then her hands began to glow blue. In a second, a blast of arc reactor energy from both of her palms ran into Rhino's face, blasting him back into a nearby empty cell.

Shocker blasted vibration forces at Drew who made a quick 'X' form with his arms and prepared himself for the pain. The blast knocked him into the wall behind him, making a small crater in it. He slid back down to the ground and charged a plasma bolt and fired it at the villain, who moved to the side and started to fire a continuous blast of vibration at Drew.

"Argh!" The boy screamed in agony as he felt his ears begin to bleed and his heart pulse at an uneasy rate. He thought it was over but soon felt a release as the blast stopped. He opened his eyes to see Shocker looking at his gauntlets in confusion. There was some strange white... thing on the covering of the gauntlets.

It looked as if Shocker realised what it was. "No, no, no, no!" The villain looked around in a haste looking for something. Or someone.

"Oh yes, yes, yes!" A boy with brown hair dropped in between Shocker and Drew in a tattered Vault uniform. "You know, I'm beginning to think I didn't hit you hard enough last time Shockie. Lets fix that." With that, Ben connected a punch with Shocker's jaw shooting him into the air and back down onto the ground, obviously knocked out. "K.O.!" The boy shouted. "You win!" He turned around to Drew and helped him on his feet. "Are you okay?"

"I'll be... fine." Drew answered. "Who are you?"

"Ben Parker. Son of Spider-Man."

Drew looked at the boy with a dazed look in his eyes. "Figures." He muttered.

Ben was about to speak when his spider sense rung in his head, instinctivly he turned his head to see Deadpool aiming one of his many pistols at him while shooting at Alex who blocked the attacks with his shield. Multiple bullets fired from the gun towards Ben. The boy quickly threw Drew to the ground and back flipped in the air. Once he was back on the ground, he launched a line of webs towards Deadpool and it wrapped around the mercineries eyes. Alex took the oppurtunity and punched Deadpool in the face with his shield. But it had little to no affect.

Damian shot an arrow at Electro then turned Alex. "You have to hit him a lot harder than that." He said before jumping to the side, dodging an electrical blast.

Taking the advice, Alex took his shield off of his arm and rose it above his head. When Deadpool removed the webbing from his eyes, he looked up and Alex slammed the shield on top of the mercs head, apparently knocking him out.

Ben landed next to Alex. "Who are you?" Alex asked him.

"Ben Parker." He answered before his spider sense went off again. "Look out!" Both he and Alex jumped out of the way of a strong stream of eletricity.

Ben fell on the ground in front of Electro who had a sadistic smile on his face. "Bye bye little spider." He aimed at him. Before he could fire, he felt a sharp pain in his back. He turned around to see a blonde girl holding a sword in his back.

Seren twisted the blade. "I don't want to kill you but if you hurt my friend, I will."

Electro laughed. "That is so cute. Do me a favor and die little princess!" Electro started to send a wave of electricity through the sword and into Seren. The girl shot into the air backwards as Electro laughed.

"Nice try girl, but I'm pure energy." He said.

Jay jumped into the air and caught Seren. The girl got up quickly. "Are you okay?" Jay asked her.

"I will be. Thank you." She said.

"No problem. You should-. Argh!" At that moment Rhino charged into Jay, slamming him into a wall. Seren ran towards the best and placed her hands on his back. Suddenly, an array of strange glowing tattoos lit up on her arms. She braced herself as lightning began to pulse from her body into Rhino, causing him to step back.

"Are you okay?" She asked Jay as he kneeled on the ground, trying to regain himself. After a moment he stood up.

"I'm fine." Seren marveled as the boy she was just standing next to looked different. Stronger, more powerful. e cracked his knuckles. "Just keep charging me up." He said to Rhino, who was just then starting to lose the effects of the lightning. The beast charged towards Seren only to be stopped halfway by Jay, pushing up against him!

Soon Jay began to get the upper hand. And threw Rhino backwards. Then Jay jumped forwards and punched Rhino in the face with all of his might! Rhino fell to the ground, completely asleep.

Alex, Ben, and Damian all ran around Electro, trying to avoid being hit by his electrical blasts. "Stupid moving!" Electro shouted, shooting blast after blast at the teens. His main attention was on Alex, trying to roast him alive. Damian took the oppurtunity and shot a well aimed arrow into Electro's eye! However all it did was piss th Thunderbolt off. He stopped firing and yanked the arrow from his eye which immediately grew back. "Fine. You wanna play it that way? Lets play." He curled into a ball and began to charge up a strong electrical field around himself. "Big Blast, baby!"

"He's gonna blow!" Damian yelled, running for the stairs. "Come on, lets go!" He yelled to the others. "We have to get higher!"

He ran followed by the others. Alex caugh up with Damian. "What the hell is he doing?"

"He calls it the Big Bang Wave." Damian told him. He used it once to kill a mutant a year ago. It's dangerous." They all got to the fourth level only to see the blue light shinning through the hole in the ground. "Crap!" Damian started running again. "Up another level!" The group ran up the stairs again, towards the fifth level.

Electro laughed maniaclly as he unleashed the wave of power. "Burn bitches, burn!" The electricity wave smashed into everything, eventually heading into the stair case!

Damian looked down the stairwell to see a bright blue light getting closer and closer. "Everyone, get down!" He and the others ducked down to the ground, preparing themselves for the inevitable blast. Damian looked to see other prisoners in the cells behind them. "You too, if you want to live!" He shouted. Immediately the powerless inmates climbed under their beds.

Cynthia could see the blast coming and stood up in front of her new friends who looked at her in confusion. Her organic armor spread around her body and as the blast drew feet from her position, she put her hands out in front of her. "Shields!" She shouted.

As soon as the wave hit her hands, a blue force shield illuminated from her hands and chest, blocking the blast. However it wasn't just one wave like she thought. It was continious! Lasting for nearly thirty-seconds, Cindy's shields began to fail. The girl tried her best to keep them up, the force shields started to flicker then failed. A strong volt of power smashed its way into Cindy's chest, causing her to scream in pain. The volt carried her through the air and into the wall thirty feet behind them! Cindy slid down the wall, now unconsious.

"Oh crap." Ben said as the wave of electricity subsided. As soon as it was clear, Alex, Drew, and Damian ran to the girl. Her armor retreated back into her arc reactor as her skin crackled with electricity. Damian checked her pulse for a moment.

"She's alive." He reported. "Just knocked out."

A huge relief was taken off of the others. Ben smiled then felt his spider sense go off. He turned around to the stairs and saw Electro walking up the steps. "Uh. Guys." The other teens turned to see Electro as well.

"And to think. That wasn't even half of my power." He said smiling. Deadpool began to follow him up the stairs.

"We are so boned." Ben said.

"You have no idea." Electro shot another blast at the group. But Jay jumped into the way and the current was absorbed into his body. His muscles tightened and grew.

"Mistake." Jay charged towards Electro. Deadpool jumped into the air and shot at the boy but his bullets bounced off of his skin. He smacked Deadpool out of the way and smashed head on into Electro who did nothing but stand and smile.

The group tried to run to help Jay but Deadpool teleported in front of them, pulling his katanna swords from their sheathes on his back. The Thunderbolt began moving the swords in a random array of moves then lunged forwards at the group. Seren pulled her sword from her back and moved up as she clashed with Deadpool.

Alex turned to Damian and Ben. "You two stay with Cynthia and help Seren." He commanded. Then he looked at Drew. "You and I will help Jay." Deadpool pushed Seren off of her and turned his attentions to Drew and Alex as they tried to run past him. The merc was just about to teleport, when Ben shot webs at his swords and pulled him towards them.

Jay landed punch after punch on Electro's face but it was almost as if he was punching nothing. Electro laughed as Jay frustatingly wailed on the villain. Electro caught one of Jay's fists and squeezed, surging the boy with electricity.

After a very brief moment of pain, Jay grew stronger. "You're only charging me up." He told the man.

Electro kept squeezing. "Lets see just how much you can absorb, meat!" Electro began to shock Jay with full on electricity, making the boy yell. "Even you have limits." Electro forced Jay to the ground as his muscles grew and grew, becoming oddly disfigured. "How many volts of electricity does it take to make you pop?"

A plasma bolt slammed into Electro's face, making him stumble back a little. Drew and Alex ran down the steps of the stairwell.

"Well, well, well. If it isn't the kids who think they can beat me."

Alex readied to throw his shield. "Jay are you okay?"

There was no response. Drew kneeled down to help the now smoking Jay. He grunted then lifted his fist into the air and pulled it down with all of his might, shattering a few of the steps. Then again, and again, and again until his muscles grew down. He and Drew now stood in a small crater around their feet. Jay stretched his arms. "I'm good." He said.

"That's a neat little trick." Electro said. "But mine's better." He fired a charge of electricity at the boys only to have Alex block it. Electro zoomed over to Alex and punched the boy in the stomach before back handing him into one of the narrow walls. Drew and Jay tried to react but Electro knocked them both back with an electricity pulse. Jay fell on his back while Drew back flipped and landed on his feet. Electro shot another blast at him but the boy jumped up and began to run on the cieling. Electro kept shooting at the cieling as Drew hopped from side to side upside down. Dust rained down from the cieling and covered the area. Electro coughed as he swatted at nothing but dust.

"Come out, come out wherever you are." Electro taunted. He heard running footsteps and fired a shot at the sound, apparently missing. Then he heard more and fired a missing shot there too. "Stop hiding and fight me like a man!"

Before he could make another move, Alex punched him in the jaw before disappearing into the dust. Electro staggered a bit then recovered, only to be knocked down by Jay. Electro floated back up.

"That's it you little bastards." Electro blasted the ground with energy, knocking the dust back and revealing the boy's location. As soon as Electro laid eyes on Jay, he shot electricity at the boy, knocking him back.

Alex jumped into the air about to hit Electro only for the villain to shoot an electric charge at him as well. As usual, Alex blocked it with his shield but it pushed him back into the wall and knocked his shield out of his hands. Electro aimed at Alex and fired at him. But this one was different. It was more like a spear ready to pierce through him. Alex prepared himself for the pain of the attack but strangely, never felt it. Instead a warm liquid splashed on his cheek.

Alex looked to see Drew standing in front of him with his back to Alex. There was a giant blood stain on his clothes and some of the blood splattered.

Drew turned his head to Alex. "Pretty dumb..." He winced as blood dripped from his mouth. "Right?"

Ben kept firing web after web at Deadpool but the merc simply sliced through them and kept advancing forward. Seren jumped in front of him and once again clashed her sword with Deadpool's. She pushed him back and thrusted her weapon towards his chest but Deadpool was prepared and deflected her sword and cut Seren's leg with the other. Blood gushed from her wound and the girl dropped down to her knees. Deadpool lifted the sword and was about to finish the girl off.

But Ben slung a few webs on the assassins swords and yanked them out of his hands. Ben caught the both of them. "Lets see how great of a mercinary you are without these." He tossed the katannas on the ground and stuck them to the floor in a heavy coating of webbing. Deadpool took out one of his pistols and aimed it at Ben. "Oh. Well... There's that too."

Deadpool was just about to shoot when there was a wistle. Deadpool looked in the source of the whistle when an arrow was flung into his head! Both Ben and Seren looked at Damian.

"Dude," Ben said. "That was freakin' awesome." Ben helped Seren up. "Are you okay?" He asked her, leading her to where Cynthia still sat unconsious.

"I'm okay." She responded.

Damian stepped over to the two. "Cover her cut with your shirt." Damian told him.

Ben ripped a piece of his Vault prison outfit from his arm sleeve and wrapped it around Seren's bloody leg. "We should go help those other guys." Ben suggested.

At that moment Jay flew out of the stairwell and slid on th ground. Damian and Ben ran to him. "You okay?" Damian asked him.

Jay quckly stood up. "I'm fine. Lets go!" He sprinted back towards the stairs, followed by Ben, Damian, and a somewhat limping Seren. As they rounded the turned the corner, they saw Drew fall to his knees, blood leaking from his stomach and mouth. Jay's eyes widened as he watched Drew fall to the ground.

"I think things just turned in my favor." Electro smiled. Jay ran full speed at Electro who simply shocked him more. Jay fell to his knees. The group of teens all ran towards the villain all at the same time but Electro created a pulse of energy that pushed them all back up the stairs and onto Level 5. The Thunderbolt floated back to them and laughed. "I hope you all know you're going to die."

Damian didn't want to get up. He of all people knew when he was beaten and this was that time. He just didn't think the others would surrender so easily. Now that he thought about it, why should he give up? It's not like he had a lot to live for anyways. At least if he did die he'd go out fighting. He was beginning to get up when the Guardsmen radio he stole earlier started to sound off.

"We are now circling the Vault. Warden Hyde and a few of the other Guardsmen are recovering now. And Osborn is on his way via helicopter. We are sending our men in now. Over."

Damian immediatley rolled over and aimed a disruptor arrow at Electro. "Everyone! Cover your eyes and ears!" The teenagers all covered their ears and closed their eyes before Damian shot the arrow into Electro's chest and a strange sound had the villain on his knees, clutching his... everything.

"What the hell... is this?" He asked trying to surpress the pain.

"Disrupt arrow dsruptes energy flow. Jackass. Damian looked at Alex. "More of these dicks are on their way in here right now." He told them.

"How the hell do we get out of here?" Ben asked.

Alex looked around and noticed the major crack in the wall that Cynthia made when she slammed into it. "We could smash our way out." He suggested.

"On it." Seren jumped into the air and punched the rest of the wall out only to see that the wall didn't lead into another corridor or room. It lead to the outside! They stood over fifty feet over an array of trucks and soliders downstairs.

Ben looked down the building. "Well that plan went out the-."

_"Ben!" _Strange shouted in his head._ "Don't talk just listen. You're going to have to trust me on this one, okay. Jump."_

"Are you crazy?" Ben asked seemingly no one, earning a few looks from the other teens.

_"Tell everyone to jump Ben, please. It's that, die, or rot in a cell for the rest of your life. When have I ever steered you wrong before. Trust me."_

Ben thought for a moment. She had a point. "Guys." He said. "We have to jump." He said.

They could hear the footsteps of the soliders rushing up the stairs. "Looks like the calvary is here..." Electro said still suffering from the arrow.

"Jump?" Damian shook his head. "I can't survive that. Niether can Alex."

"I agree with... Spider-Boy." Alex said.

Ben looked at him for a second. "Spider-Boy? Really?"

"He can catch us in a spider web, right?" Alex asked Ben.

Ben was silent for a moment. "Yeah..."

"In that case we jump." Alex decided.

"What about Drew?" Jay chimed in.

Seren could see Electro pull the arrow from his chest. "Um. Guys?"

_"Ben! Tell them to hurry! Now!" _Strange yelled in his head, sounding in pain.

"Guys, we need to jump!" Ben called.

"I don't think-"

"We need to get Drew-"

"Just go!"

"Grab Cynthia!"

Electro crushed the arrow and charged a large blast of electricity. "Die, meat!" He shouted.

The teens turned around to see Electro aiming for them. But a moment before he could fire, a plasma bolt slammed into the villains face. The group turned to see a bloody but still alive Drew! He was leaning against the wall next to the stairwell with a plasma energy resigning in his hand.

"GO!" He shouted to them. "Now!"

Alex looked at Ben and Damian before jumping. Then Damian, followed by Seren. Ben grabbed the unconsious Cynthia and jumped as well. Jay was about to jump until he caught a glimpse of Drew as the soliders ran up behind him and tackled him to the ground. Drew mouthed the words: "Go." Jay closed his eyes hard then jumped as the soliders tried to shoot at him.

Alex felt a cold nothingness. It seemed like he was floating in water but that was short lived when he hit the ground. But not the ground he was expecting. The floor he landed on was not a car or cement but grass, sticks, and mud. He pulled himself up and made sure that he wasn't dead. The boy ran a hand over his back to feel his shield still there. He breathed a sigh of relief then took a notice of where he was. Just as he thought, he was in a forest.

"What the-?"

Then Damian fell down next to him through a purple portal opening up a few feet in the air. Seren fell next to him through a similar portal.

The two immediately reacted the same way Alex did; Checking their bodies, making sure they weren't dead. Then they looked at Alex. "What. Is. Going. On?" Damian asked.

Ben and Cynthia landed down in front of Alex with Cynthia still unconsious. Ben jumped up and ranhis hands through his hair and face. "I'm alive? I'm alive!" He laughed in relief. "Whoo!"

Damian stood up. "I thought you were going to make a spider web."

"Does it matter?" Ben asked still expieriencing the major adrenaline rush. "We are alive!" He shouted some more.

Jay fell down next to Seren. He pulled himself up then felt the grass. "What the hell?"

"That's what I said." Alex told him.

The five teenagers looked around the night forest. "How did we get here?" Damain asked.

"I can answer that." A feminine voice echoed. Damian aimed an arrow at the source while both Alex and Seren drew their weapons.

"Reveal yourself!" Seren demanded.

A cloaked girl with a black and white hood over her face stepped out of the trees and shrubs. Although her eyes were in the shadows, they still glowed with a flourecent purple color. Her hair peaked from the sides of her neck. It was white as snow. On the left side of her cloak and over her heart, was a strange cirrcular golden artifact.

Ben grabbed Damian's bow and slowly forced it down as he stepped forward. "Strange?" He asked the girl.

She grabbed her hood and pulled it down. As the shadows left her face, her eye color changed as well, from bright purple to a beautiful white and her skin was flawless. Strange smiled at Ben. "You can call me Emilia. Emilia Strange. Welcome to the Sanctum Sanctorum."

**-The Vault-**

Electro watched as the kids jumped and suddenly disappeared as they fell. He turned to Drew who was now hand cuffed on the floor and heavily bleeding. "Where the hell did they go?" He asked, almost yelling. "Where are they!"

Drew smiled at him. "Did you try up your ass and around the corner?" He said sarcatically.

Electro was just about to shock him to death.

"Stop." Both Drew and Electro turned to see Norman Osborn walking towards them with a group of soliders following close behind. "We don't want to kill young Mr. Drew here." Osborn looked Drew in the eyes. "We have much to discuss, you and I." He told Drew who was on the verge of blacking out. He looked to Electro then the knocked out. Deadpool. "Get Mr. Drew and Deadpool to a medic. Now."

"Yes sir." Electro said. "What do you plan to do with the Avengers kids?"

"We catch them. Plain and simple." He said. "Grab the Thunderbolts units 2 and 4. Find them and bring them all to me."

**A/N: How was it? I hope I delivered. This took a week or two to write and edit. I have to say, I look forward to unvieling what I have in store for this fic all throughout this adventure. I will work so hard to keep this chapters up and coming. The same goes with the rest of my fics. More chapters, more characters, and more Children of Tomorrow coming very, very soon!  
>-Guardian001<strong>


	6. Campfires Burn Hot

** Children of Tomorrow  
>Chapter 6: Campfires Burn Hot<strong>

**-The Sanctum Sanctorum; January 16; 8:45 PM-**

Ben looked at the fairly attractive girl in front of him. "You're... You're the girl whose been talking in my head this whole time?"

"Yes." The girl responded. "It took a while but I finally got in contact with you... after four days of trying of course." She shrugged.

Alex shook his head. "What is going on here?" He turned to Ben. "Do you know her?"

Ben bit his bottom lip. "Yes and no. Kinda. Well, I've never met her but she was talking in my head for some reason and..." He stopped talking and pointed to Emilia Strange. "Can you just tell us all what is going on?"

"Certainly." Emilia walked closer to the group and took a seat on the log in the clearing of bushes and trees. In front of the log was a pile of sticks and rocks. With a wave of her hand, a fire covered around the wood. The area was immediately illuminated by the light. Then she snapped and three more logs appeared, circling the fire. "Please, sit."

"What about Cynthia?" Alex asked her. "She's out cold."

Emilia took a look at the girl and snapped her fingers again. In a flash, Cynthia popped up from the ground. "Look out!" She yelled, obviously still reliving the events that lead to her losing consiousness. The other teens eyed her strangely. Cindy took a look around herself and saw the forested area and strange girl. "What is going on?"

"That's what I'm trying to explain." Emilia crossed her legs. "Now please, sit."

Cautiously, the group sat down on the logs except for Damian. "I prefer to stand." He said leaning against a tree.

"Okay then." Emilia waved her hands in the smoke from the fire. The smoke began to swirl in an odd position before expanding above them. Then it turned into a wierd purple color. "My name is Emilia Strange. I am the daughter of the former Sorccorer Supreme, Dr. Stephen Strange." The smoke twirled until the face of a man was visible. "He was killed during the Purge but he left me here in the Sanctum Santorum and cloaked it in a field of magic not even he could detect. To keep it and all of its valuables safe from the likes of anyone wanting to use them for ill meaning." She explained.

"Including you?" Alex guessed.

Emilia locked eyes with Alex. "Including me. For years I was raised by this man." The smoke changed shape again, showing an old bald man sitting with his legs crossed. "The Ancient One taught me how to harness and use the magic inside of me."

"Where do we get to the part where you tell us why you were talking in his head," Damian pointed to Ben. "And why we're here?"

"Okay." Emilia waved her hand and the smoke changed from the purple color to a dark blood red. "A week ago, I had a dream. A fragmented dream but a dream." The smoke began to widen and reveal Norman Osborn standing on top of rubble holding a bright light in his hands. His casual business suit was ripped in several places and a tattered american flag waved behind him. He started to giggle before turning around, a crazed look on his face. In his hands was a cube-like object. He clutched it in his hands and laughed maniaclly.

Damian pushed himself off of the tree. "The Tesseract." He said in a shocked whisper.

"What's a Tesser-?" Cynthia asked before being shushed.

"It's not over." Emilia turned her attention back to the vision. An arrow flew into Osborn's arm, causing him to drop the Tesseract. The man turned to the source and saw Damian, Ben, and Alex standing not too far away.

"It's over Osborn!" Alex shouted. "You're finished."

"No!" Osborn shrieked but the shriek was in a much higher voice than his usual calm, cool, and collected tone. Disgustingly higher. "My reign has just begun!" He lunged for the Cube but Ben shot a web at it and yanked it further away from him. Osborn fell flat on his chest but quickly recovered himself.

The Tesseract had fallen perfectly in between the three teenagers and Norman. "Get it!" Alex yelled running towards it. Osborn got to his feet and ran towards it as well. Then the smoke showing the vision disipated.

"What the hell... was that" Ben asked looking around to check if he was the only person in shock over what they'd had just seen. "Was that me?"

"Yes. I dreamnt of the future." Emilia sighed. "There was more to it but that's all I can remember at the time."

"How far into the future was that?" Alex asked.

"I don't know." Emilia answered.

"Why did Osborn have the Tesseract?" Damian glared at her as if he were the 'bad cop' in an interrogation.

"I don't know." Emilia repeated.

"Well," Damian leaned back on the tree. "You're very helpfully." He noted sarcastically.

Emilia stood from the log she was sitting on, clutching her fists in frustation. "How about you try pulling a vision from the future out of your ass and we can see just how useful you can be Robin Hood." She snapped. Damian and the rest of the teens all looked at her in shock. The girl quickly recomposed herself. "I- I'm sorry. I just- It's just that-." She sighed then took a deep breath and sat down. "Look, you guys know just as much as I know now. I wish I could be more useful but I don't know what else is going to happen." Sh smiled uneasily a bit. "But I have to admit, saying that felt good."

"It does feel good to suddenly snap at the closest person doesn't it?" Ben asked seriously, looking at Damian.

"Shut up web-boy." Damian demanded.

Ben turned back to the fire. "See?"

"What is the Tesseract?" Cindy asked. "It just looks like a glow in the dark cube."

"The Tesseract, or the Cosmic Cube, is a powerful device that can literally bend reality to the users will. It's highly unstable and nearly impossible to control. Hell, a couple of intergalactic wars started over it." Damian told them.

Ben looked to Emilia. "So why did you only contact me?"

"Well I used a spell from one of the books around here to connect with your minds but only your three minds," Emilia motioned to Alex, Ben, and Damian. "Because you three were the only ones I could remember from my dream. But I could only connect with Ben for some reason. So I tried to get him out of the Vault before he was... disected. I guess it was fated that you came across others."

"And you got us out because you think we can stop whatever it is that Osborn is up to?" Cindy asked.

"Well, yes. Or at least that was what I hoped."

"Im not too sure on that." Cindy said. "I mean, we all know what happened to the last group of people who tried that. And to make it worse, they had years of training in super heroics. We've had a good thirty-seven minutes."

"Gee, way to cheer us up Ms. Gloom and Doom." Ben said.

Cindy shrugged. "Just pointing out the facts."

"We still have to try don't we?" Seren asked. She looked around to see the many unsure faces around her. "Don't we?"

"To be honest," Ben started. "If I go back home I'd be leaving on a giant lime-green neon sign for Osborn. I have nowhere else to go."

"We need to stick together." Alex decided. He turned to the others. "It's the only way that we stand a chance."

"Yeah, a fraction of a chance." Cindy argued.

"That's still a chance."

"Alex is right." Damian agreed. "That's why I came to the Vault."

"Yeah," Cindy giggled. "Aren't you a Thunderbolt? Why are you even here?"

"I quit."

"Sure you did. How do we know that you aren't transmitting our location right to your other Thunderbolt pals?"

"One, they aren't my pals. Two, I risked my life to save your asses too. My head is worth just as much to Osborn as yours now so just back the hell off!" Damian glared at Cindy who also stared at him, both unflinching.

Alex stepped in the way of their vision. "Woah, okay we can't function lke this." He turned to Cindy. "Are you always so negetive?"

"No." She answered. "I'm practical."

The blonde took a deep breath. "Okay, it's obvious to see that most of us are isolated. How about we get to know each other before we rip each others throats out, okay?" No one said anything. "Fine, I'll start. I'm Alex Rogers. Obviously the son of Captain America and I'm 17 years old. For a few years I've been moving from city to city trying to keep from being caught until I was..." He looked at Damian. "Escorted to the Vault. And well... here we are." Still, no one said anything. "Come on guys. Lets at least try here."

There was silence. The only thing that could be heard was the crackle of the campfire. Finally, Ben stood up. "I'll go now. I'm Ben Riley Parker. I'm the son of Spider-Man, I'm 17 and a half and I love frisky women." He paused and smiled, trying not to laugh at his own comment. "I was raised by my Aunt pretty much my whole life but eventually I was found." He sat back down.

"Next?" Alex urged. Ben looked at Seren who was sitting next to him in absolute silence. Ben nudged her arm then nodded.

Getting the hint, Seren hesitated to stand but did so anyways. "I'm... Seren Odinchild. I'm the daughter of Thor and Lady Sif and I'm from Asgard. Technically I guess I don't have an age but here I'm 17 years old. All I've ever known is Asgard but now I'm stuck in Midgard or... Earth." She said unsure of herself, rubbing her arm nervously. Damian eyed her strangely. He knew that she was hiding something. For a second, he locked eyes with Alex who also had the look of suspicion. They both decided to hold back on their question.

When she was through, Ben began clapping. He smiled as she sat down next to him. "Great job." He whispered in her ear. Seren couldn't hide the smile of both embarrasment and greatfullness on her face.

Cindy stood up and coughed a little. "I'm Cynthia Stark, daughter of Tony Stark and Pepper Potts. I prefer to be called Cindy. I'm 18 years old. I was caught early on and spent the next few years stuck to a gint magnet." She moved to sit down.

"Wait," Alex said. "You're... skin armor thing. What's that all about?"

"It's a nono-armor my dad injected me with before he cut me loose. It reacts to my mental commands."

"Where does the suit come from?" Ben asked.

Cynthia smiled a little. "Well..." Zipped down the front of her Vault prison jumpsuit and a blue light on her chest illuminated the teens faces. "This is my arc reactor."

"Does it keep you alive like the one Iron Man had?" Alex asked, trying not to gawk at Cindy's chest.

"No." She tapped it. "It just powers the suit. Because of that, it has no energy limit."

"That is impressive." Seren commented. "Sif was right. Mortal technology is really stunning at times."

"Yeah impressive." Emilia said. "Can you, umm... Zip your shirt up? This is still kind of a sacred place."

"Oh, sure." Cindy fumbled as she pulled the zipper up. She finally got it all the way up. "Sorry."

"What about you Damian?" Alex nodded towards him.

The archer looked up and shot Alex a faint death glare before sighing. "Fine." He walked over to the campfire, the orange illumination of the flames leaving a dark glare on his face. "I'm Damian Barton, 18 years old, and the son of Hawkeye and the Mockingbird. I joined the Thunderbolts but I, well, it's kinda-"

"But he's seen the error of his ways." Alex cut him off to save him the time of trying to explain.

"Yeah." Damian nodded. "In a nutshell."

"So..." Ben started. "Do you have any of Osborns's dirty secrets?"

"No. The Thunderbolts didn't really... trust me that well." Damian answered truthfully.

"Oh. Bummer." Damian moved to sit next to Ben on the log, not wanting to go back to the tree. There was an immediate contrast between the shade he was use to under the tree and the warmth of Emilia's magic-made campfire.

Alex looked around then saw Jay sitting on a single log, gazing heavily into the fire. "What about you Jay? You want to share anything?"

In response, Jay stood up glared at Alex before punching a tree hard in its center and pulled his fist out, revealing a gaping hole. The tree began to tumble down and crash next to the campfire, causing the fire to die out. As the blackness of the night began to cover the clearing, Jay walked into the mass of trees eventually disappearing.

The other teens sat in silence and darkness. "Well we can check super strong and very angry to the list." Ben said, trying to get his eyes to adjust to the darkness.

Alex sighed and rubbed his head. "Emilia, do you think you can...?"

"Sure thing." The campfire miraculously started, once again showering the area in firery light. "Got it."

"Is he okay?" Seren asked, concerned written all over her face.

Alex thought for a moment. "I'll go talk to him." He stepped past the others. "Just... converse with yourselves or something."

Ben watched as Alex left. He turned back to the teens left and noiced that he was alone... with three very cute girls. Apparently, Damian had wandered off as well. He smiled at his luck. "So, anything else you girl want to get off of your chests?" He paused and thought for a moment. "Not that I want to see whats on your chest but I do want to know what's inside of... Wait..." By now, Cindy, Seren, and Emilia were all chuckling at the boy and his failed attempts to start a conversation. "In my head I saw this going way differently."

Alex approached a narrow stream of water that glistened as the moon light reflected off of it. The scenery itself was beautiful. He followed the flow of water down and saw Jay sitting on a rock, looking up at the night moon. Alex walked over to his friend, trying to get a firm grasp of what he was going to say. When he got to Jay, he was going to speak but he was interrupted.

"I'm sorry." Jay said immediately. "I... I shouldn't have done that."

"Shouldn't have punched a hole in a tree and stormed off leaving a very bad first impression?" Alex sat down on a rock next to Jay.

"Yeah. That."

"It doesn't take a genius to see that you're upset. Want to talk about it?"

"Not really but I don't think you'll leave me alone until we do talk."

"It's a possibility." Alex admitted.

"Drew." Jay said. "We left Drew."

Alex winced. "Yeah. I'm sorry. We should have went back for him."

"I understand why we left him. I understand clearly I just wish that- I mean, he was my best friend."

"No. He is your best friend." Alex corrected him. "There's no guarantee he's dead. And don't try to blame this on yourself. It's not your fault."

"Yeah. I guess your right."Jay said. "I just wish I knew for sure if he was okay."

"He's alive." Both Alex and Jay spun around to see Damian behind them. "Osborn and the Thunderbolts will use him as information if they think he knows where we are now or are keeping him prisoner in hopes of having him as bait and/or leverage. And judging by the fact that he was somewhat behind the breakout, they'll keep him alive. For now anyways."

"How do you know that?" Alex asked him.

He shrugged. "I know how they work."

"In that case Alex," Jay looked at Alex intensely. "We have to get him back sooner or later."

"Most likely, more sooner than later." Alex gave Jay a reassuring smile that looked like it encouraged his friend.

"Good."

"Now come on." Alex nodded, standing up heading for the camp, followed by the other two boys.

The trio arrived back at the camp and were somewhat surprised by the laughter coming from the camp. And at the center of it all was Ben.

"And then the next guy says: Know it? I wrote it!" He and the three girls all erupted in laughter.

"That is freakin' hilarious!" Cindy said as she wiped tears from her eyes.

"I don't think that's an innocent joke Ben." Emilia said as she too tried but failed to surpress an explosion of laughter.

"Who cares? It's funny!" Cindy could barely speak with her ribs hurting the way they did.

"Did we miss something?" Alex asked them, taking a seat next to Cindy.

Ben recovered from his laughter. "It was a joke about a piano player and... Well, you had to be there."

"Do you know any more of these jokes?" Seren asked him.

"I know tons. I never really thought the 101 Dirty Jokes Book would help me until now."

Jay and Damian took seats at the campfire as well. "Well... Jay has something he'd like to say." Alex motioned to him. "Jay?"

Jay stood up and took a deep breath. "I'm Jay Cage. I'm the son of Luke Cage and Jessica Jones. And I'm 19 years old. I practicaly grew up in the Vault after the Thunderbolts found me." He thought for a moment. "And... that's it." He sat back down.

"And there. We all know each other a little bit better." Alex said, satisfied.

"Great." Ben made sure to draw out the word a little longer than he should have to emphasize his boredom. "Now what?"

Emilia thought for a moment. "Who's tired of this whole campfire thing?" She asked. Everyone gave her puzzled looks. "I told you, this is the cloaking mechanism for the Sanctum. As its owner, I can change it anyway I want." Still, puzzled looks and silence. "Just watch." The girl stood up and closed her eyes. A wave of purple spread from her body and surrounded the group. In a literal flash, they were all... somewhere else.

The first thing that was noticed was the temperature change. It went from the sheer coldness of the outside forest to regular room temperature in a matter of seconds. Then they took account of their surroundings. Instead of wooden logs, they sat on fluffed couches with pillows on each side. To replace the fire, there was a fireplace on the wall not too far from where they sat. The couches were organized so that they became a rectangle of three couches around a coffee table and closer to that was a master chair, similar to the other couches. It was the same purple type color and was meant for one person. They were obviously in the real Sanctum Sanctorium now. Most likely the library. An array of books and bookshelves covered the walls and some were even stacked on the window cieils that looked as if they were way too close to the ground. There was one set of stairs inside of the room leading downstairs and a ladder for reaching the books higher shelves. To top it all off, there was an odd looking mirror in the corner of the library. There were strange markings on the edges of the frame. Another odd fact was that the mirror didn't reflect anything. It was like looking into a plain sky blue colored screen.

"That... Was cool." Ben grinned uncontrolably in amazement, still looking around the library.

"I have known some very strong magic users on Asgard but this is impressive Emilia." Seren told her.

"You can control this place through your thoughts?" Alex asked.

"Yes. All I have to do is think and focus on how I want it to look and that's the way it will look."

"Again, thoroughly cool." Ben stood from his seat next to Seren and walked towards the ladder leading up to the higher books.

"Thanks." Emilia brushed a strand of her silver hair out of her eyes nervously. Obviously she had never had an real human contact, making her a little awkward around actual people.

"Wait a minute," Damian stood up. "Why did Dr. Strange cloak this place? I mean, Osborn already had intel on the Sanctum's location. Why bother?"

"Well, when Osborn unleashed the dark lord Dormammu on the earth, my dad knew that his things could only strength anyone in the wrong hands so he cast a spell to cloak it and send it to a small pocket universe out of Dormammu's reach." Emilia explained. She paused for a second as if trying to relive a memory. "The spell weakened my dad and... that's when Dormammu killed him. I saw it happen as I was leaving through the portal."

Everyone seemed to wince at her last sentence, feeling the pain of her having to say it. Jay looked the most sympathetic, knowing what it was to watch your parent die in front of you like that. "I'm sorry." Jay said.

Emilia came back to reality and smiled. "Oh, no." She waved her hand. "It's fine. With the help of th Ancient One, I've moved past death and pain." She stood up from the grand seat. "Still hurts though." The last sentence was more of a mummble than anything else.

"Since this place is a pocket dimension, we can get out of here, right?" Cindy asked her.

"Of course. Teleportation works both ways, in and out."

"Well that's a relief." Ben said. He had made is way to the top bookshelf and found a book bound in black leather and laced around the edges with red labeled: _"The History of Arachnaphobia."_ Ben opened and closed the book repeatidly (for apparently no reason.) "This place has literally every type of book made." He slid the book back in its proper place on the shelf.

"It's a universal library. Or at least, it was. My dad updated them every month before the Purge." Emilia told him. She stood up and looked at the teenagers sitting in front of her. "Well, I think I've talked enough. In fact I think this may be the most I've spoken continually in my entire life. So, how about you guys go get cleaned up and I'll cook." She smiled gleefully then levitated off the ground and floated towards the stairwell. "The Ancient One will help you find the way." And on cue, a faint stream of blue light lit up on the ground and moved down the stairwell.

The teens looked at the stream as if they had seen a ghost. Maybe they did. Emilia giggled at the look on their faces. "It wants you to follow it. It'll take you to the restrooms, guest rooms, and then the kitchen." She still smiled as she floated down the stairs. She looked to her side. "Yeah, I know but its a good plan." She whispered as if she were talking to someone.

The others still stared at the stream of blue. "That chicks crazy." Ben said. "I like it." He smiled.

With that, the teenagers emptied the library and filtered into the narrow stairwell. The light guided them down the stairs. Once down a few flights, they entered what was the grand hallway but was much bigger than any regular hallway. It was extremely wide; at least 30 feet from wall to wall and at the very end of the hall was a much bigger door, most likely leading to the outside. On each side of the walls were magic relics lying in glass cases aginst the walls. One of which was the Cloak of Levitation.

The stream of light split into six seperate colorful lights heading to other rooms. "I call red!" Ben called, chasing the red stream of light into the first room. When he touched the doorknob, a golden plaque suddenly appeared on the door saying: _BEN PARKER._ "Oh, that i so cool." Ben smiled, looking to his new friends.

"Yellow's mine." Cindy casually walked into the room now labeled: _CYNTHIA STARK. _

"I call blue." Alex headed to his room: _ALEX ROGERS._

Damian followed the purple light to his room: _DAMIAN BARTON._

Seren glanced at Jay and gav a comforting smile as if saying: "Everything will be all right." She then followed an almost electric blue light to her room: _SEREN ODINCHILD._

Jay Cage stood in the grand hallway, watching as the orange light swirled towards the last door. The boy sighed. "Orange is my least favorite color." He mummbled before walking through the door:_ JASON CAGE._

Emilia stood on the "balconey" of the Sanctorum. It gave a clear view of where the Sanctum Sanctorum really was. It was a very large mansion like house floating in a void space on a rock that looked like it was ripped from the ground. The space was not entirely space but much stranger. Where the stars would be were random shapes. Squares, circles, triangles, anything. Stephen Strange hadn't put much thought into the exterior of the pocket dimension he sent his home to.

Emilia lifted her hood and he pure white eyes once again changed to a purple color. She looked to her side and saw an old man wearing a long, cloudy robe. The Ancient One; The mentor of Dr. Strange. He looked off into the distance with Emilia.

"I do hope you know what you're doing Emilia." He said to her.

The girl giggled. "So do I. But what else can we do? I've seen the future and it isn't good. The children of the Avengers are tomorrows best hope."

"If you do go through with this, if you and I manage to open a portal to the other world like we did to get the others here, there is no guarantee that you can return here. The magic we used to break the seals that my succesor placed on the Sanctorum was temporary and very potent. We may-."

"I understand." Emilia said. She turned to the ghost and gave an assuring smile. Her smile told several stories about her time with her adoptive ghost-father, the man who somewhat took care of her for practically her whole life. "I know." She would have gone in for a hug but instead settled with a respectfull bow. The Ancient One smiled and nodded his head. "I'm going to talk to them tonight and hopefully we can leave tomorrow."

"Very well." The Ancient One began walking back inside the Sanctum. "I will store what magical energy I can until then."

"I will do the same."

"And Emilia," The Ancient One continued. "If you are going to be a part of this team, you can't keep secrets from them." Emilia's heart sunk a little. "You have to tell them. I will leave it as your decision weather you will or not."

"Yes, Ancient One." With that Emilia took off her hood and the Ancient One disappeared into a puff of smoke. She sighed and closed her eyes. She held back tears in the backs of her eyes, denying herself the approval to cry.

"You want to talk about it?" Emilia swung around to see Damian standing in the archway leading towards the balconey.

"What?" Emilia tried her best to hide her emotionality.

"Are you okay?" Damian asked her, walking towards the rail on the balconey.

"You are supposed to be cleaning up." Emilia said.

"Don't change the subject." Damian demanded yet his voice was still soft. "What's wrong. You were talking to yourself and now you're going to cry."

Emilia was going to say something else but figured it would be pointless trying to argue with him. She turned back around to the void of pocket dimension space. "I wasn't talking to myself. I was talking to the soul of the Ancient One. My cloak was specially made so whenever I have the hood on I can see dead souls."

"The Ancient One was the guy who taught Dr. Strange, right?"

"Yeah. And my caretaker."

"You said something about storing magic. What for?"

"To teleport you and the others here, it took more magic and experience than I had. So the Ancient One and myself combined our powers to bring you all here. We need to do the same to leave and there's a chance that I may not make it back home." By then, a few tears had made their way down her cheeks.

Damian uneasily put a hand on her shoulder. "You don't have to go."

"But I do." She turned towards him and realized that he was standing very few inches from her. On impulse, she tried to back up but hit the railing with her back. Damian noticed this and backed away a little, holding his arm. Emilia cleared her throat. "I can't just sit back and watch. I have to do something."

"Fine." Damian said. There was an awkward moment of eye contact between the two in which Emilia tried her best to avoid Damian's constant and steady gaze.

Emilia scoffed. "What? Why are you looking at me like that?"

"You're hiding something." Before Emilia could protest, Damian cut her off. "Before you lie to me I want to make it clear that I don't care right now. You can tell me now or later but trust me, secrets don't last long."

"And you're not hiding secrets?" Emilia asked him. "You were a Thunderbolt. For all we know you can be a traitor."

"Traitor? I risked my life to-."

"Yeah I heard. 'Save Alex's life and form a team to stop Osborn,' despite the fact that you're the one that sent him there!"

"I've made my mistakes and this is my way of making up for it!"

"Yeah I'm sure you've killed many more Avengers kids before randomly deciding to leave the Thunderbolts. Or have you really left?"

"What are you-?"

"What was the real reason you were walking around the Sanctum just now?" Damian kept his mouth closed. "I grew up in a library. I read a lot of books, Barton, I'm not dumb."

"I was..." Damian hesitated "I was scouting. Being teleported to a whole other universe doesn't really suit well with me without knowing a few things."

"Yeah, scouting. More like spying."

"If was spying do you really think I'd let you see me?"

"Guys!" Both Damian and Emilia looked to the archway leading inside to see Ben standing there with a towel wrapped around his waist. His body was completely wet and he left a trail of water leading to his position. "Can you both please find a room to work this out in? I can hear you from my room."

"Seriously." Cindy came from around the corner and leaned on the arch. She too had a towel wrapped around the upper half of her body and had another towel covering her hair.

Emilia put up her hood and moved passed Damian and eventually Ben and Cindy. "I'm gonna get dinner started." She mumbled.

"Watcha making?" Ben asked her. But the girl kept walking down the hallway. "Please be pizza." Ben took hold of his towel to make sure it didn't fall off and ran down the hallway and towards his room.

Cindy lingered for a second, looking at Damian. The archer crossed his arms. "What?" He tried to aoid eye contact with her.

"Nothing." Cindy smiled. "You should go get cleaned up. You smell like smoke and electricity." She left the arch and walked to her room.

Damian looked at his clothes. "I do smell like electrictiy." He said before also going to his room.

"I told you, I don't know where they are! And even if I did, I wouldn't tell you." Drew shouted to his torturer.

Once Drew was somewhat healed (enough to stay alive for now) Osborn had him sent to an "expert" in hopes that he'll tell them where the other Avengers kids went.

The expert walked around Drew who was tied in a chair with his hands locked in gauntlets. "You know more than you are letting on." The mans cracky voice ran chills down Drew's back. "And you're going to tell me every bit of knowledge you have." The man smiled in the shadows, showing his disgustingly sharp teeth.

"You're wasting your time. Does it look like I can conjour up portal?"

"No. But we believe you may know someone who can." The man reached down to his belt and pulled out a strange and crooked knife. "And you're going to tell me who, or I start cutting." He moved into the only piece of light available in the room, covering his face. The Hobgoblin stared into Drew's dark colored eyes with his blood red ones. His hood cast a menacing shadow over his wrinkled and horrifying face.

Drew kept a poker face and sealed his mouth shut. Hobgoblin smiled and move away from the light. "Osborn was originally planning to send you to his telepath so they could peel your brain like a bannana, turning you into a vegetable."

"What? Osborn's going soft by sending me to you? I'll have to thank him later." Drew said.

"Oh no, no, no. Trust me," He turned to Drew, sharpening his knife. "I'm much worse."

Osborn sat in his office with a small TV on his desk, displaying Drew's interrogation. He looked at it with intensity, studying everything that transpired.

Victoria Hand opened the door into the office. "Sir!" She rushed inside in hurry, almost tripping over the carpet. "Sir, this is urgent!"

Osborn looked up from the TV screen slowly. "What is it?"

"It's Deadpool sir, he's... awake." She reported.

"Of course he is. Why is that important?"

"No, sir, he's awake." Victoria's face held both fer and cinfusion. "The real Deadpool is awake."

Osborn stood so fast from his chair that it fell over. "What? How?" He ran over to the coat rack next to the door and put his business suit back on. Then he ran out of the office.

Victoria slid out of her high heels and chased after him. "When our surgeons pulled out the arrow that was in his head he snapped and started... killing them all."

"Dammit!" Osborn and Victoria made it to the surgical wing. Osborn was about to stop running until a fist connected with his face, launching him onto his back. Victoria stopped running and moved towards a wall as she saw the merc wearing a black and red full body suit. Two katanna swords placed themselves on his back and three sub machine guns all lined his belt. There were at least 6 bodies from security and surgeons laying on the ground in bloody bath.

"Well hello there Mr, oops, I mean President Osborn." His voice was dark and grim. "Last time I saw you, really saw you, you made me a puppet. You made me kill my kind-of-friends and worst of all..." He loaded his gun and aimed it at Norman. Victoria stood in the corner, unable to do anything. "You... you... kept this picture frame crooked this whole time!" He moved his aim from Osborn to a decoration picture hanging on the wall next to him and opened fire, riddling the picture (and wall) with bullets. He stopped placed his gun back into his gun holster and cleared his throat. He sighed as if destroying the picture frame eased some kind of pain. "That's better." His voice was now in the regular tone it was supposed to be in.

Osborn calmed his heart down and stood up. Victoria moved to his side, still trembling. "Deadpool," Osborn tried to say.

"No time to talk now. I've got to break out of here and plot my revenge." He was about to walk down the corridor then stopped. "Or I can just get some ice cream. Huh. Which to do? Oh well, it'll come to me eventually. It's time to do something important in this fanfic!" And then in a puff of smoke, he teleported away from the building, going who knows where.

Osborn rubbed his nose. Victoria touched his shoulder. "Sir? What do we do?"

Osborn made something of growling noise and punched a hole in the wall next to him that definitely would have broken the hand of a regular man. "Deadpool won't be found unless he wants to be found." With that he dusted off his arm and walked back to his office. "Have whatever's left of security clean up these bodies."

"Yes sir." Victoria pulled out her cell pone.

Osborn stepped back into his office and shut the door. He moved to his desk and looked at the TV screen. Hobgoblin was still talking to Drew. Norman picked his seat back up and sat down and began observing the scene in front of him, as if nothing had happened.

This had been the first time Alex had showered in about five days and it was much needed. He felt awake and way better than he has in a while. When he got out of the shower and into his room, there was a fresh pair of clothes on the bed and his shield was polished. He smiled and silently thanked Emilia. He put on the clothes and kept his shield on the bed. The clothes Emilia had created for Alex directly suited him. His t-shirt was solid blue and covered in a darker blue jacket and a white star in the middle. The bottom was laced in red and the bottom of the sleeves were red as well. His jeans were navy blue with padding on the knees. And finally, his shoes were white tennis shoes made for running.

He opened the door to the grand hallway. "Okay, now how do I get to the kitchen?" His question was answered when the same blue stream of light revelaed the way. Alex followed it through more doors and rooms, most of which were full of magic relics and ancient books. Eventually, he found himself at the kitchen.

There, Ben, Seren, Jay, and Cindy all stood around as they watched Emilia stir a big pot. "About time you came out." Emilia said, noting Alex's presence. "I'm cooking . What would you like?" She asked casually.

"Um." He thought for a second. "Can you make pizza?"

"Of course." She smiled. "Why does everyone want pizza?"

Ben shrugged and peaked over Emilia's shoulder. "How can you make pizza by making soup?"

"You'll see." Emilia picked up the pot with levitation and moved it to one of the counters. With a flick of her wrist, seven plates flew out and onto the table. The pot turned upside down and the liquid poured into seven seperate globs then dropped onto the plates. Finally, they flattened and turned into seperate pizzas.

"You can turn soup into pizza? Amazing." Ben sat down at the table. And pulled a slice of pepperoni pizza.

The others sat down as well and began to eat their pizzas. Alex took a bite of his pizza. It practically melted in his mouth. "Woah." He grinned. "This is great pizza."

"You really think so?" Emilia blushed. "This whole time I've kinda only been cooking for one. It's nice to know my tastebuds aren't disfunctional."

"Where's Damian?" Jay asked enjoying his personal all-cheese pizza.

Emilia cleared her throat quickly. "I don't know."

"Are you sure his shower didn't drown him?" Cindy joked.

"Or his clothes tightened on his body?" Ben giggled.

"What?" Alex looked around in confusion.

"Emilia and Damian were arguing earlier." Jay told him.

"Oh yeah I heard." Alex said.

"And it was very loud." Seren added.

Ben leaned over to Seren. "She thinks he's cute." He whispered referring to Emilia and Damian.

Ben, Cindy, and Alex began to laugh. "Glad to see you all think it's funny." Damian said as he walked into the kitchen and sat down. Alex noticed he had a wadded up piece of paper in his hand.

"Relax," Ben chewed on his pizza. "We're just joking."

"Verily." Seren said, staring at her slice of pizza oddly.

"Yeah, sure." Damian took notice of the pizza and picked a piece. "Oh, and I found this when I was changing clothes. I forgot I had it." He handed the paper wad to Alex who took it and opened it. It was a list of names and an adress at the very bottom.

"What is this?" Alex asked him. He handed Ben the list who examined it carefully.

"It's a list of Avengers kids. I stole it from Hyde's computer before I ran into you." He took a bite from the pizza.

"What about the address?" Ben asked.

"That is the location of the Resistance." Damian let a smile curl on his lips.

Alex, Ben, and Jay eyed Damian strangely. "You mean to tell me that Hyde and Osborn knew where the Resistance has been hiding out?" Alex asked.

"Yeah."

"Why hasn't Osborn like... blown it up yet?" Ben dropped his slic of pizza on his plate, suddenly not hungry.

"Nobody knows." Damian responded. "Most times he acts like they don't even exist. They just destroy some of his factories and buildings but nothing too important that Osborn'll miss. But word is that they know something about Osborn's intraction with Dr. Doom."

"Osborn working with Doom again?" Jay asked.

"Apparently." Damian cleared his throat. "They've been sending each other things. I don't know what but the Resistance does."

"Is that our next destination?" Seren sked. "Finding the Resistance?"

"We can't fight Osborn with just the seven of us." Jay added in.

Alex thought for a moment. "That seems to be the next logical step we take." He decided. He took another bite of his pizza. "But we should all rest up first and leave tomorrow (or whatever time it'll be when we wake up.)" He turned to Emilia. "Is that okay with you?"

Emilia hesitated and glanced at Damian who darted his eyes away from hers. "Of course."

"Cool." Ben leaned back after finishing his pizza. He yawned. "Well, I think I'm going to sleep now. See you tomorrow. Or whatever." Ben stood and walked out of the kitchen.

"I'll go to." Cindy stood. "I'm a little tired."

And eventually everyone left the kitchen, filtering into their own rooms.

Alex walked to his room. "Good night all."

Then all who were left in the kitchen were Damian and Emilia. The sorcoress looked at the archer. "Don't worry," She started. "I'm not going to accuse you of anything again." She smiled.

"Likewise." Damian said standing up from the chair. He slowly walked towards her. "About that, I'm sorry."

Emilia lowered her gaze to the ground. "If anyone's apologizing it should be me. I shouldn't have accused you like that. I mean, it's just this is my first time talking to actual people in... ever and I guess I just.."

"It's okay. I'm naturally suspicious of anyone I don't trust or have reason to trust."

"Do you trust me now?"

Damian smiled and walked towards the exit of the kitchen. "I'm getting there." Then he left back to his room.

Emilia sat at the table and smiled to herself before standing and retiring to her own room marked: _EMILIA STRANGE._

**A/N: And the plot thickens! So how was this chapter? I know, not a lot of action in this one. This was intended to be an R and R chapter for the team. And yes, Deadpool will be showing up a lot more and breaking the hell out of the 4th wall. The team will soon meet remarkable allies while making unbelievable enemies while growing in threat level and size.**


	7. Thunder Rolls

Children of Tomorrow  
>Chapter 7: Thunder Rolls<p>

**-The Torture Chamber; January 17; 6:51 AM-**

There was no doubt in anyone's mind that Drew was strong. Mentally and physically. But the past 24 hours of his life had been the hardest and the most excruciating time of his life. Nothing could possibly compare to the torturing the Hobgoblin had subjected him to. He had already been weakened due to the wound he received from Electro when saving Alex but that combined with multiple hallucinogens coursing through his mind and the Goblins physical torture was too much for Drew to bear. After a few hours, the Hobgoblin had Drew taken to the Chambers cell corridor.

Two muscular men dragged the limp Drew, by his arms, down the cold metal stairs and into a very narrow passageway made almost entirely of stone. The smell of the cell corridor instantly hit Drew's nose and made his eyes water. He coughed as he tried to surpass the need to breathe through his nose. The moans and pleas from the other very few people in the cells made Drew cringe. It was obvious that Osborn didn't want many people outside of his circle to know about this place.

The two men stopped at the first cell and threw him inside before locking the door and walking away. The cell was two times smaller than the one he'd been given at the Vault. It almost made him miss it. The only things inside the cell was one bed with already soaked sheets due to the crack in this ceiling letting in water from the surface, and a bucket. Drew did not at all want to know what that was for but already had a pretty good idea.

He raised himself to the bed and sat on the corner. He looked at his hands, drenched in blood and sweat. He then felt a sharp sting at his side and noticed that the bandages on his stomach where he was shot by Electro were coming undone and blood began to leak through. Immediately, Drew wrapped his hand around the wound and applied pressure in a desperate need to stop the bleeding. After a few minutes, Drew could feel his wound lighten a little. He tried to seal it by using his "venom-blasts" as a kind of wielding torch but when he tried to activate them, he couldn't. Had he somehow lost his powers? No, Hobgoblin injected him with drug after drug. Maybe a power nullifier had been one of them?

"Risk my life to get out of one cell…" Drew rested his back against the wall, his hand still on his bandages. "Only to end up in a worse one."

**-Sanctum Sanctorum; January 17; 8:43 AM-**

Alex had woken up early at about 5:00 as usual. He always had trouble sleeping but sleeping in the same room that had a replica of a knight in armor wielding an axe didn't help much. He had left his room and came to the library where the light of the Ancient One had lead him. There, he found Emilia Strange floating in the center of the room, her hood on and eyes closed. She was mumbling to herself as several spell books levitated around her. Her body was giving off some weird purple aura. Alex assumed she was getting the portal ready and left it at that.

After a few minutes of waiting, Alex had travelled to the kitchen where he found that the Sanctum had virtually every type of food available. But Alex chose a simple box of pop tarts. He took the box back to the library and set it aside for the others when they got up. No doubt that they'll be hungry when they get up.

Slowly but surely the rest of the teens made their way into the library, all dressed in their new civilian like clothes, and took a pop tart from the box. After about an hour they were all present and enjoying their breakfast. Still waiting for Emilia to arrive back in reality, the group sat in silence.

Ben cleared his throat. "So. Do we have a leader or anything? I mean, because every team needs a leader." No one responded. "The X-Men had that Cyclops guy, the Fantastic Four had Mr. Fantastic, and the Avengers had Captain America." Alex's eyes immediately locked with Ben's. Not in a threatening way but more of a surprise.

Cindy chuckled. "You want to be the leader?"

"No, not really. 'Responsibility' cramps my style." Ben replied.

"What style?" Jay asked him.

"Oh, I forgot you were a comedian, Jay." Ben said. "But I'm serious. We're just going to be one of those teams. Not taking orders and all that?"

"I don't know if we need a leader at this point." Alex said, looking to Ben.

"I think I'm actually going to agree with Parker on this one." Damian stated. We need someone with expirience and potential."

"Alex buddy," Ben called. "That's you."

"I'm not a leader. I've been alone most of my life and-."

"Dude, you're a pro at leading." Ben interrupted. "Did you see what you did back at the Vault? Quality work." He smiled.

"You're a natural leader." Damian added. "You are Captain America's kid by the way."

"Well leading isn't exactly genetic and-."

"I don't mind it." Jay said.

"Yeah and you'll do fine." Cindy told him. "Better than anyone else here."

"You truly are a warrior born." Seren said with a smile on her face.

"And I'm sure Emilia will say something nice if she was… you know, conscious." Ben pointed to the floating girl.

"Guys, I appreciate the compliments but seriously, I'm not a leader. I can't lead you. What happened at the Vault was mostly-."

"Instinct." Damian finished for him. "And that's what it's supposed to be. Listen, everyone here is either too broken or too inexperienced to lead. Only you can." Alex was about to protest but Damian started again. "Now, man up and take the stupid role before I do." Damian said the last part with a slight smile but it quickly faded.

Alex thought for a moment. He recalled his time "leading" at the Vault and realized he had done good there. Damian was right. Once he thought about it, leading was kind of an instinct during the breakout. Maybe he was meant to lead them. He looked up at the team, his team, and nodded. "Okay." He sighed. "Alright I'll do it."

"Neat." Ben said.

Then Emilia let out a sharp gasp. Her eyes flew open and the books fell to the ground. She let herself descend gently and gracefully to the floor. "It's ready." She announced. "Are you all ready to leave?"

Everyone looked around. "Yeah, we're ready." Alex told her.

"Okay, everyone stand here." She pointed to the red circular carpet. The teens all stepped onto the carpet in the center of the room. "I'm going to open the portal so be ready." She lifted her hands into the air and began to chant. Soon, a purple circle became visible on the ground. With every word she spoke, the circle grew bigger until it became a dome. She stopped for a second and turned to the group. "This might go better if we hold hands." She held one of her hands out to Alex who took it and the other to Damian. The archer locked eyes with Emilia before accepting her hand. Soon, the teens were all holding hands in one circle as the dome kept expanding.

Ben smiled. "Kumbaya…" He sang.

Damian shot a glare at Ben. "Parker."

"Sorry." Ben responded.

The dome then expanded over them all in a thin layer of magical energy. The ground began to shake underneath their feet.

"Emilia you've done this before, right?" Jay asked her.

"Teleporting a large group of people? Of course." That said, the group felt a weight was taken off of their arms. "Teleporting myself and a large group of people somewhere I've never really been? Not really, no." And just like that, the weight returned. "I'll either get you there or end up in another pocket dimension." She explained. "Should be fun."

She tried to sound encouraging but could not at all contain the fear in her voice. Half of her wanted to call the whole thing off and stay right where she was but she looked pass her fear. Then she continued to chant her spell. Before she completed it, she turned her head to the corner of the library. She saw the Ancient One standing next to the mirror in the room. He smiled and nodded his head. Emilia smiled and turned back to her spell. She uttered one more word and the dome began to shrink back down, effectively teleporting them. The dome kept shrinking until it faded back into nothingness.

The Ancient One watched as his student left. There was no telling when she would return. There wasn't even a guarantee that she would return. The ghost spoke a brief prayer before stepping inside of his mirror. He was long overdue for a good meditation.

**-New York; Greenwich Village; Moments Later-**

In a small alley filled with trash cans and dumpsters a purple dome began to rise from the ground and grow outwards. Then it dissipated and left seven teenagers holding hands in a circle. Emilia slowly opened her eyes and peeked around. She smiled. "We're here... I think." The others opened their tightly clenched eyes as well. Emilia let go of Alex and Damian's hands. It was then she realized just how hard she was holding onto them.

Alex gave a sigh of relief. "Good job." He patted Emilia on the back.

"Ah," Ben looked around the alley and the trash and disgust on the ground. "Good ol' New York."

Damian pulled out the sheet of paper that had the Resistance location on it. He examined it quickly then turned to Emilia. "Why didn't you just teleport us to the Resistance's front door?"

"It's hard for me to teleport to places I've never been. This is the only place where I remember the Sanctum being on earth." She pointed across the street to a barren land where a building used to be.

Cindy took the paper from Damian and read it. "42nd Street and Madison Avenue?" she looked up from the paper and thought for a moment. "Why does that sound familiar?"

"Yeah I recognize it too." Jay said.

"We have to walk." Alex told them as he scoped out the area beyond the alley. "We can't afford to be seen even if we can fly or shoot webs."

Ben nodded. "Got it."

Damian stood next to Alex. "We should probably split up. They'll be looking for a group of teenagers, not pairs."

"Good idea." Alex commended. "Two groups of two and one group of three. Damian, you're with me."

"I'll take Seren." Ben volunteered.

Seren smiled and moved a strand of golden hair from her eyes. Then she turned to Jay who was leaning against the wall with his arms crossed. "Do you want to be in our group?" She asked him.

"Why not?" Jay moved over to Seren.

Ben sighed. "Great, we're making this a threesome." Jay and Seren eyed him strangely. It was then he realized what he said. "Wait, not like that."

Emilia approached Cindy. "You want to partner up?"

Cindy shrugged. "Sure."

Alex put his shield on his back and his jacket over that to hide it. Damian collapsed his bow and placed it on a clasp on his belt and his quiver cleverly hidden inside of a backpack Emilia gave him. Seren also had her sword inside of a similar backpack.

"Wait, how are we going to communicate? What if something happens while we're all… separated?" Ben asked.

"Oh, I can psychically link our minds."Emilia told them.

"Gee, a psychic and magician." Ben started. "What **don't** you do?"

"Alright Emilia, do it."

The girl's eyes turned a strange red color then she spoke… well, thought. _"Alright. We should be linked now."_

"_Impressive."_ Alex thought. _"Can everyone hear?"_

"_Yep,"_ Ben answered.

"_Does everyone have the address?"_ Alex asked everyone.

"_Got it."_ Jay and Cindy answered in unison.

"Alright." Alex spoke. "We know what we have to do, so let's get to it."

With that, the seven heroes began their journey to the Resistance base.

**-Thunderbolts New York HQ; Same Time-**

Osborn walked into the Thunderbolts Head Quarters with his assistant Victoria Hand at his side as usual. On the surface, Osborn was the picture perfect definition of calm. He kept a cool and straight face, never letting anyone see what he would call "emotional weakness." But on the inside was a whole other story. He was enraged to say the very least. His complications with his former generals during the Purge, Dr. Doom and the Red Skull, have now come back to bite him. Especially the Red Skull. His hunt for the cosmic cube has been hindered long enough by that red faced dictator. To add, the teenage children of the long dead Avengers have decided now of all times to fight against him, not that he wouldn't deal with them but at the moment he needed to see what their next move was before making his.

And possibly more urgent was Deadpool, one of the reasons Osborn had bothered coming to the Head Quarters of the Thunderbolts.

As soon as he entered with Victoria, he was greeted by Electro. "Mr. President," Max Dillon started. "What do I owe the pleasure?"

"Deadpool. He's awake." Osborn said simply. "And I need you to find him and take care of him."

"I'm assuming he's made a threat against your life?"

"Not yet but better safe than sorry." Osborn moved past Dillon and through the lobby.

"Dead or alive?"

Osborn turned back to Dillon and held out a small box. "Dead." He opened the box and inside were two bullets. Electro picked one of them up and examined it closely. "Adamantium. Some of the last on earth."

Electro smiled. "Nice." Osborn gave Electro the box and began to move to the monitor room of the base. Electro and Victoria followed. "Excuse me sir, but did you really come here just for this?" Max asked respectfully.

"Not entirely." Norman leaned on the rail of the control room and gazed intently at the big screen of the globe. Underneath him were the several people working for him, all typing at computers and chattering amongst each other. "The Cosmic Cube. Have you found it yet?" Norman began to walk down the stairs curving further into the monitor room. The workers all began to work harder and end their personal conversations at the sight of the President walking down the stairs.

Electro hesitated to answer. "No sir, not yet."

"And why not?"

"We found out that the Cube leaves behind a certain gamma radiation that can be tracked," Max reported. "But, well, the expert on gamma energy is… dead, sir."

"I know he is. So find someone else who can do it. I don't need an expert, I just need someone who can find it." Electro expected Osborn to yell at him like the old him would have.

"The only other person is Sterns, sir. And he's in the Big House."

"I'll arrange for him to be released on good behavior and he'll be here tomorrow." Osborn told him. "Ms. Hand," He turned to Victoria.

"Making the call now, sir." She whipped out her cell phone and called the warden of the Big House, the Hammerhead.

While Victoria stepped to the side, Osborn and Electro continued their conversation. "What if Sterns refuses to work with us?" Electro asked him.

Norman shrugged. "Break a few fingers, legs, or give him five minutes alone with Rhino, Crossbones, Bullseye, I don't know and frankly I don't really care how you do it. Be creative."

Electro smiled. "That's what I hoped you'd say."

Their conversation was interrupted when one of the men at the computers turned to the two men. "Mr. Dillon, you have a tracker on one of the Avengers kids, right?" He asked.

"Yeah. Why?" Both Electro and Osborn moved to the man's computer.

"The trackers signal just came back online." The man reported.

Osborn leaned over to see the screen more clearly and smiled upon seeing the red blinking circle on the screen. _'One less problem I'll have to deal with very soon.'_ He thought to himself. "Mr. Dillon," He turned to Electro. "Get your unit, units 2 and 4, and the Vulture Men." Osborn commanded.

"Do we really need that much fire power, sir?" Dillon asked.

"These young people broke out of the Vault and made it pass you and your men, Dillon. So yes, we need that much fire power."

**-Ben, Seren, Jay; 5 Minutes Later-**

"Benjamin!" A store clerk called as he picked up glass from the ground. "How's it goin'?" He asked, loading the glass into a trash bin.

"Pretty good Mr. Forley." Ben responded, smiling. "What happened here?" Ben stopped walking and moved over to where the clerk was on the sidewalk. Jay and Seren followed him.

"Oh, you know, those damned kids." He picked up the brick that seemed to be the cause of the glass.

"Not cool." Ben said. "Need some help?"

"Oh no, no, no. Benjamin, you've helped me out enough." Mr. Forley gave Ben a warm smile.

"Alright," Ben began walking again. "I've got a few things to do so I'll see you later." Ben waved as Seren and Jay caught up to him.

"Who was that?" Seren asked.

"Oh him? That's just Mr. Forey. I helped him out with a few gang problems he's been having. Mostly with the Kingpin's guys."

"Wait," Jay started. "The Kingpin is in the Vault."

"Nah, that's his wannabe replacement. The real Kingpin is hiding from Osborn but still runs his empire or something like that."

"How do you know all of this?" Jay questioned.

"I read, you know." Ben told him.

"Could have fooled me." Jay mumbled.

"Oh, ha, ha, very funny." Ben's voice was riddled with sarcasm as he pretended to laugh. He even clutched his sides and pretended to wipe a tear from his eye.

Seren began to think, mostly out of confusion. "Who is the Kingpin?"

Ben was about to go through a long explanation but stopped himself. "I'll tell you about it later." After a moment of walking in silence, Ben started talking again. "I've been helping the people around the city since I was like… twelve."

"Why? Isn't that risky?" Jay asked him.

"Eh." Ben shrugged. "It's worth it. Osborn doesn't really care about the people in his 'reign.' So I care." He actually sounded sincere as he walked down the sidewalk with his hands in his pockets. "I mean, I've got nothing better to do, right? My aunt took the PS3 when she left."

Seren put her hand on Ben's shoulder. "That's an admirable trait, Ben. The trait of a hero." Ben tried to hide his blushing from her.

"I have to admit, you don't seem like a total douche bag." Jay said, smiling.

Ben grinned a little. "Thanks." He paused for a moment. "I think."

**-Cynthia, Emilia-**

Cindy Stark practically strutted down the sidewalk, flaunting her curves and her short cut shirt. The way she moved and walked almost demanded attention but the look on her face demanded authority and respect. Emilia noted all of this as she followed closely behind her. Emilia on the other hand kept her body covered. The Ancient One taught her that her body was a temple and should be treated as such. Emilia had on modern day jeans and a long sleeve shirt. To add to that, she had something short of a cloak on her, covering her chest and back.

Cindy noticed Emilia staring at her a few blocks back and tried to ignore it. But she was doing it again and it bothered Cindy a tad bit. She had to ask. "So, Emilia," She paused. "Are you like… a lesbian?"

Emilia seemed taken back by the question. "What? No. Why are you asking? Are you?"

Cindy raised an eyebrow. "No. I don't roll like that."

"Why do you ask?" Emilia persisted.

"Well, you've been staring at my ass and such for the past four blocks. I was just wondering." She shrugged.

Emilia couldn't help but feel a little embarrassed. "No, I was just wondering about, well, you."

"Wondering about me?" Cindy looked at Emilia questionably. "Are you sure you aren't a lesbian?"

"Yeah, pretty sure." Emilia answered. "But… the way you walk and talk is a little… odd." She told her.

"Odd?" Cindy looked down at her clothes. "How?"

"Well back at the Sanctorum, I learned that it is important to treat my body as a temple and not-"

Cindy turned around and softly grabbed Emilia's shoulder, causing her to stop as well. "Look, Emilia, we're not in the Sanctorum anymore, alright? This is the real word and trust me, your rules that you followed in the Sanctum definitely don't apply here."

Emilia took a look at the broken city around her. She had seen New York in books and newspapers back at the Sanctum but she never expected the city to look the way it did now. "This place looks... Dead. Is Norman Osborn really that bad of a human being? To not care about these people?"

"Osborn is the worst kind of person. He claims to be doing this for our best interest but he's killing thes people." Cindy noted at the people loitering outside the broken down and condemed buildings and shops, all cold, hungry, and desperate.

"That's horrible."

As they rounded a corner, Cindy bumped into a man, accompanied by a few friends. "Sorry." Cindy said as she began to move past the men but as she tried to get by, the one she bumped into grabbed her wrist.

"Hey baby," The man was a little taller than Cindy and a little older than her. He wore a black t-shirt and sagging jeans. His head was wrapped up by a band with a flaming skull on it. "Where you going so fast?" He had a wide smile that spelled out danger. "I feel like having a good time right now."

Cindy freed herself of the man's grip and quickly grabbed Emilia's hand and pulled her to her side. "No thanks creep. Do you even know how old we are?"

"Old enough babe." The man said, still smiling.

"_This guy is really pissing me off."_Cindy thought. Emilia picked up on her telepathic waves.

"_Cindy, calm down. Don't do anything rash." _Emilia warned.

"_Oh don't worry," _Cindy's arc reactor began to glow through her shirt. _"I won't."_

Emilia noticed the light and pulled Cindy towards her. _"We can't risk an incident here, Cindy."_

"_We can't risk what?"_ Ben's voice came in on the psychic wave.

"_Shut up Ben." _Emilia demanded.

"_Yes, __**mom**__."_ Ben exclaimed.

"So what do you say sweet cheeks?" The man asked her. "You wanna ride on the dragon?"

Cindy huffed a little before deactivating her arc reactor and turned away. "No Mr. **Dragon. **I'll just leave you and your make-believe penis size by yourself." Cindy was almost done before she turned back around. "Oh, you, your imaginary penis, and your sausage fest here." She said as she pointed at the two other men behind him.

The man gritted his teeth as he watched the two girls walk away. He began to move towards them. "Hey bitch! Get back here!"

"I got this." Emilia whispered. With a wave of her hand, two of the man's shoelaces from each of his shoes tied themselves together. As soon as he pulled one foot upwards, he face planted into the sidewalk! His two friends ran to his aid as Emilia and Cindy quickly rounded the corner. The two girls began to giggle as they sped walk faster away from the boys.

Cindy high-fived Emilia. "Nice one Em." She laughed.

"Thanks." Emilia smiled at hearing her new nickname.

**-Alex, Damian-**

Alex and Ben walked side by side along the barren sidewalk of New York. Alex casually held his hands in his pockets as he walked while Damian darted his eyes back and forth, making sure they weren't being followed. He had his black hood over his hair and his head down.

Alex looked at his partner and lightly hit him on the shoulder. "Dude, lighten up. The more suspicious we look, the more like it we'll seem."

Damian eyed him. "With me? The Thunderbolts know my face. I can't just flaunt it." Damian paused and slightly smiled. "Even though, you know, my face is definitely something to flaunt."

Alex laughed briefly. "There we go." He slapped Damian's shoulder. "Mr. Hard-ass is lightening up. It's about time."

"Well don't get too comfortable without "Mr. Hard-ass."

"Who knows. In terms of joking you might give Ben a run for his money."

"Oh, I doubt that."

"Yeah, that." Alex looked to the side for a moment as a small cargo truck slowly passed the two. The driver was a very elder old man whose hands rapidly shook on the drivers wheel. "So what do you think of the team?"

"Team?" Damian chuckled. "I don't think we've really earned that status. We're more like... A gathering of super-kids."

Alex smiled. "Fine. What do you think of them?" Damian raised his eyebrow at Alex. "And be brutal."

"All right. Keep in mind I've only known them for almost a day." He inhaled deeply then exhaled. "Starting with Ben, he's the son of Spider-Man. He has that... "spider sense" or whatever it's called and it is useful, if he only knew how to use it." Damian explained.

"What do you mean?"

"He plays too much. He uses his jokes and charm to move himself away from responsibility. He's over confident, self absorbed, and doens't have one serious bone in his body."

"But he did help us in the Vault. He and Emilia got us out of there." Alex defended.

"I'm just telling you what I see in the future; what I predict."

"So you can see the future now?" Alex joked.

"Yeah, being the son of Hawkeye and Mockingbird gave me those powers." Damian equally joked along. "But, you know. And then Seren. She's great to have in a fight. But I just find it really weird how she just suddenly ended up here on earth. I guess she could be just like Thor and sent from Asgard, but Osborn had all of his evil magic badies lock the other realms away. It'd take serious magic to break those locks." Damian told him.

"When she wants to tell us why she's here, she will."

"Yeah, and hopefully it won't be too late by then." Damian added. "Jay is as strong, if not stronger than most but he isn't here for us. He's here to find that guy we lost back in the Vault. There's no telling what'll happen after he finds him. Oh, and not to mention he has a very short temper. Cindy thinks things through too much. She rellies too much on practicality instead of morality, which by the way, might become a problem for you." Damian motioned to Alex.

"What about Emilia?" Alex asked him.

"Emilia is... New to the real world and has little to no fighting espirience. Despite her troubled past and anti-social tendencies, she can be useful. We need to see her in a fight before I can judge her fighting abilities." He continued. "But I don't get her having telephatic powers. Where did that come from? Dr. Strange never had those powers, did he?"

"I don't know. You know, you only focus more on the negative. They have some positive traits too, you know."

"The negative impact the positive further. The sooner they become more positive than negative traits, the sooner they won't get themselves killed."

"What about us? You left us out." Alex noted.

"You," Damian looked at Alex. "I haven't figured you out yet."

"I'm not sure if that's a good or bad thing."

"Take it how you want it." Damian went back to discreetly scanning the area.

"And yourself?"

"Me? I'm the former Thunderbolt remember? I'm the one who can't be trusted." Damian seemed extremely nonchalant.

"Give them a little while. They'll see you are who you say you are." Alex advised.

"Like you?" Damian questioned.

"Yeah, like me. I kind of already trust you with my life."

"Is that why you teamed us up? You wanted to keep an eye on me just in case I did anything supicious."

Alex frowned a little. "Damian, I do trust you."

"No you don't. No one trusts me. And you know what? I don't really blame them. To them, I'm just the guy feeding their secrets to Osborn." Damian somewhat smiled while saying this, as if the whole discussion meant nothing to him. But his eyes said otherwise.

"Damian-." Alex was about to explain when he saw a red dot reflecting off of Damian's shades. Alex tackled Damian to the ground just as the snipers bullet shot off. The bullet narrowly missed its target and instead burrowed itself into the street pavement.

Before another shot could be fired, Alex dragged Damian into an alley. "Sniper." He said out of breath and hyped with adrenaline.

"You think?" Damian replied sarcastically as he lifted himself from the ground. "Thanks by the way." He grabbed his bow from his back and unzipped his backpack, retrieving his quiver.

Alex removed his jacket and placed his shield on his right arm.

"Did you seem him?" Damian asked Alex.

"Second rooftop to my right." Alex told him gently easing out of his hiding place.

"Alright. Ready to test that whole 'trusting me with your life' thing?" Damian asked.

Alex brought his shield up to his chest. "Now or never."

"One... Two..." They counted together. "Three!" On count, Alex moved first out of the alley and blocked a bullet that would have pierced his chest. Damian moved out behind Alex and aimed at the sniper. He shot the arrow then grabbed Alex by the collar and puled him back to cover.

The sniper shot a bullet at the arrow, splitting it perfectly in half!

"What happened?" Alex asked Damian.

"That's no regular assassin. That's Crossbones. Expert solider and all around bad guy."

"He's a Thunderbolt, right?"

"Yeah, and he had a bone to pick with Captain America, so he probably really hates you."

"That's great to know." Alex put his finger on his temple. _'Guys, we have a problem.' _He thought.

_'Go ahead.' _Emilia expanded the psychic link to include everyone.

_'One of the Thunderbolts has us pinned down.' _Damian peaked his head past the corner as a bullet grazed the edge.

_'What?' _Cynthia chimmed in._ 'How did they find you?'_

_'I don't know but...' _Damian trailed off._ 'Son of a bitch.'_

_'What?'_

Damian removed his quiver and looked in the bottom. "Oh, son of a bitch!" He reached in and pulled out a small circular device with a blinking red light on the top. _'They tracked me.' _

_'That's not, like... suspicious or anything.' _Ben responded.

_'You know, if I wanted to betray you, I could've done it by now!' _Damian argued. _'And-.'_

_'We don't have time for this!' _Alex shouted._ 'We can handle Crossbones and we'll meet up at the Resistance Base. Everyone stay on your guard.' _He turned to Damian.

_'Yeah, right.' _Cynthia thought._ 'Does anyone else think it's weird that there's only one Thunderbolt after-?' _She stopped.

Alex waited for a moment after feeling and small 'snap' in his mind ."What happened?"

"I think the psychic link's been... cut." Damian said. "That means something happened with Emilia." He concluded.

"And Cindy." Alex added. There was a large explosion not far from where their location and multiple aircrafts zoomed through the sky.

"Not good."

**-Emilia, Cynthia; 10 Seconds Earlier-**

_'Does anyone else think it's wierd that there's only one Thunderbolt after-?' _She stopped. "Emilia! Look out!" She shouted. As the sorcoress turned, a burst of electricity slammed into her back. She let out a short shriek before falling to the floor, unconsious.

A second stream of energy flew towards Cindy. Her armor spread across her body and her force fields halted the blast. The source of the attack flew down over her, sinisterly smiling. "Hello girlie."

"Electro." Cindy spat.

**-Ben, Seren, Jay; 7 Seconds Earlier-**

"What happened?" Ben asked.

"I think the link is cut." Jay said.

"Wouldn't that mean-?" Ben started.

"That something happened to Emilia." Seren finished.

"Should we go back?" Ben asked the two.

"Certainly." The three turned around only to see a small orange ball land on the ground in front of him. There was a deranged and twisted face on the ball that gave the teens chills. Its eyes and mouth began to beep and with each beep a yellow light became visible.

"What's that?" Seren asked.

"Looks like a pumpkin." Ben noted. At that moment, his spider-sense began blaring in his head. "Crap!" The beeps became more frequent. Ben shot a web from his wrist that connected with the ball and lifted it into the air and swung it around before letting go of the web line. The beeps finally stopped and exploded in the sky!

Ben looked to Jay and Seren after admiring his own deed. "Pumpkin Bomb." He told them.

"Oh, another spider to play with." The three quickly spun around to see a man in an orange hood and cloak floating in the air on a glider.

"The Hobgoblin."

**-Alex, Damian, 5 Seconds Later-**

Crossbones sat at the top of his vantage point, waiting for his two targets to peak their head past the building they were hiding besides. The alley was a dead end and the two couldn't stay there for too much longer. If so, he'd have to start with the frag grenades but he wanted to take his time killing the son of Captain America. Like they say, patience is a virtue.

"We have to get to the others." Alex told Damian.

The archer lifted his hood. "I'm going to need a distraction."

Alex lifted his shield. "Got it."

The blonde boy began to run across the street with his shield in front of him, blocking the multiple sniper bullets coming his way. Once Crossbones began to reload, Alex threw his shield at him. The assassin dodged and watched it bounce back to his owner, but before it could reach Alex, he aimed and shot the shield down! He then aimed at the now defenseless Alex. "Dead Meat."

Just as the villain was about to take the shot, Damian slipped in front of Alex and shot one of his 'high impact arrows' at Crossbones.

"Never learn." Crossbones shot another bullet at the arrow, trying to split it in half again. But the arrow slammed into the bullet and kept going. Before another shot could be fired, the arrow jammed itself into the barrel of the rifle. Crossbones tried to pull the arrow out but heard a beeping noise. The rifle became encased in electricity, causing the Thunderbolt to toss it across the rooftop.

Crossbones grabbed a knife from its sheath on his leg. "Vulture Men!" He spoke into the com link in his helmet. "Scramble!"

Alex grabbed his shield off of the ground and put it back on his arm. "Alright, lets find the others."

Damian began running before Alex but soon felt something peirce his back. He let out a short painful growl and felt himself being carried into the air. One of the Vulture Men had grabbed him!

"Damian!" Alex shouted after seeing his friend being taken into the air by a strange man in a large red and black suit with metallic grey wings. He turned to see one of the same looking men coming after him! He put his shield in the path of the talons one of the man's feet and pushed him away. The Vulture landed on the ground and revealed his sharpened mechanical claws on his hands. He had a strange metal helmet over his face that only had one red menacing glowing eye. Soon, Alex became surrounded by four more of similar looking 'Vulture Men.'

"Ah, crap."

**-Ben, Seren, Jay-**

Seren slashed at the air as she tried to hit the Hobgoblin. He cackled loudly as he and his glider moved back and forth, evading her sword. He was far faster than Seren had expected before attacking. With every high pitched laugh that left his mouth, she was more and more hesitant to continue her attempted onslaught.

Eventually, the Goblin side stepped on the glider and placed more preassure on the left side, causing the right to launch into Seren's chin. He then grabbed her by the neck and squeezed and before she could slice him in two with her sword, the Hobgoblin grabbed her wrist and twisted it causing her to drop her weapon.

Now completely defenseless, Seren struggled to make her attacker let go but the Goblin had an iron tight grip on her neck. He made sure to put certain parts of his fingers on her throat, making her gasp for breath.

"Dont struggle. It'll make it worse."

Just then, Ben kicked into his chest, knocking him off of the glider. He fell to the ground but recovered in midair and landed on his feet. Seren dropped from the glider and landed next to Ben who stood in a crouched position. "Insert funny quip here!" Ben shrugged. "I can only come up with so many of these on impulse."

The Goblin jumped into the air and his glider flew beneath his feet. He landed firmly on the control panels. "Just like your father." He said to Ben. Two rapid fire machine guns petruded from the sides of the glider and aimed themselves directly at Ben and Seren. "I hated your father."

Before he could fire, Jay appeared behind the Goblin and tackled him off of the glider and onto the ground. Jay pinned him down and tried to punch him but the Goblin put his palm in front of his face and a green gas flowed from a hidden compartment on his glove. Jay began coughing and his eyes started to water. Once his grip loosened, Hobgoblin kicked Jay off of him and dodged incoming web bullets from Ben before jumping back on his glider.

Seren helped Jay up. "As much as I would love to carve you all up like the maggots you are, I tire of this little... Game." He tapped his ear. "Destroy them. All of them." He said before rising into the air and flying away. Thunderbolt aircrafts hovered above them and men with wings circled the area, waiting the strike. The Vulture Men.

Ben looked to the fleeing Hobgoblin and spun a web after him. "Oh, no you don't!"

"Wait!" Jay called. "Ben! We have to stick..." He stopped, knowing Ben was well out of range. "Damn." He looked up to see the fast approaching Vulture Men. "Seren, I'll go find Ben. you find the others." He told her.

Seren grabbed her sword off of the ground and flew into the air. "Got it."

Jay was beginning to run after Ben until one of the Vulture Men hit Jay head on at high speeds. Jay slid back and grabbed the mans wings he pulled with all of his strength. The Vulture Man ran his sharp claws past Jay's chest, leaving four wide rips on his t-shirt. That was all Jay needed to absorb. His muscles buffed up and he pulled again on th wings, tearing them completely off. The Vulture Man fell to the ground and tried to cut Jay but his claws broke against Jay's now rock hard skin. The teenager punched the Vulture in the face, shattering the helmet he wore and rendering him unconscious. Jay cracked his knuckles and swa three more Vultures heading for him. "Who's next?"

**-Cynthia-**

Cindy dodged a blast from Electro before countering with her own. Electro made a shield out of his arm, blocking it. He then flew towards her and Cindy did the same. The two collided with a wave of blue energy. Electro punched Cindy across the face who hit him in the nose. The trade of hits continued until Cindy produced a force field, pushing Electro back a few feet. The two still levitated in the air.

"You know," Electro started. "You hero types all fight for the same thing. In the end, it turned out being your downfall. You fight to protect people."

"I fight to live." Cynthia corrected.

"Maybe. But what about your friends?" He extended his arm, aiming at Emilia who was still unconscious on the ground. "Do you care about them?" His hand crackled with electricity.

Cynthia's eyes went wide. "No!" She flew past Electro and to Emilia just as he was firing. She landed in front of Emilia and allowed the blast to slam into her chest. She let out a loud groan as her body rocketed with pain. Once it was over, she kneeled on the ground, breathing heavily.

Electro stood in front of her. "See? It's a simple as that. You could have been a Thunderbolt. One of us. But you had your chance." He prepared to blast her. "Now look at you. On the ground, powerless."

"Actually," Cindy lifted her head. Her eyes and arc reactor were glowing far more brightly than usual. "I don't think 'powerless' is the most accurate word to describe me right now." The arc reactor began to power up and before he could run away, Electro was encased in a large blast of energy!

Once the blast was over, Cindy smiled. "Jackass." She ran over to Emilia. "Come on girlie," She softly shook her. "We need you up." There was no response. "Alright." Cindy shrugged. The armor around her hand faded off until only her normal hand was left. She pulled her arm back and whipped it across Emilia's face as hard as she could.

Emilia quickly sat up, clutching her now red cheek. "Ow!" She looked at Cynthia. "What happened?"

"Electro happened." She helped her friend up. "Can you reconnect us? We need to find the others."

"I have to have direct contact with their minds to do it." She said. "In other words, they have to be close to establish a link."

"Is that so? Good to know." The two turned around to see Electro reforming above them.

"Emilia, I'll take care of Sparky here, you go find the others." Cindy told her.

"But-." Emilia was about to protest until Cindy pushed her out of the way of a blast of electricity.

"Go!" Cindy flew into Electro and began punching him. This gave Em the perfect oppurtunity to levitate herself into the air and fly off. Electro pushed Cynthia off of him.

"Sending her away?" Electro started. "I'd call it brave, but to be honest it's more suicidal." He smiled.

"I'd call it tactical."

**-Damian-**

The Vulture Man holding Damian began to swing its legs, causing the talons in his back to deepen. Blood dripped down the archers back as he dangled hundreds of feet above the ground. Damian reached into his quiver and grabbed an arrow before shoving it into the Vulture's mechanical talons. The arrow produced a burst of electricity that caused the Vulture to let go of Damian.

The archer plummeted to the ground. "Probably not my best idea." He said to himself. He planned on firing a grappling arrow at one of the many aircrafts then taking out whoever was on board before piloting the aircraft to find the other teens.

He aimed a grappling arrow at one of the ships and was about to shoot until he stopped falling. Damian was prepared to sling an arrow at another Vulture until he saw who had caught him. Seren held his quiver as she flew through the air, slashing at the wings of the Vulture Men trying to get to them.

"Thanks for the save." Damian said, shooting an arrow at a Vulture.

"No problem." Seren kicked one of the Vultures in the head before slashing at another. "Where's Alex?"

"Down there somewhere. Alone."

"Jay is looking for Ben." She told him.

"What about Emilia and Cynthia?"

Seren was about to speak until a Vulture spread its wings and shot a projectile steel feather into her leg! "Argh!" Seren shouted, almost letting go of Damian.

"Seren!" Damian shot a cryo-arrow at the man's wing, freezing it and sending him to the ground. Seren pulled the feather out of her leg. "You need both of your arms to fight." Damian told her. "Drop me."

"What? No."

"Trust me." Damian motioned to an aircraft seconds away from flying under them. Seren caught on and flew above the ship and let go of Damian. The archer dropped on the top of the Thunderbolt ship and rolled. He put the tip of a grapple arrow on the edge of the craft and hooked the other part to his belt. He jumped off the edge and fell through the opening of the aircraft and kicked one of the Guardsmen into the end of the ship and shot a zip-arrow into his chest. He then pulled him forwards, grabbed a parachute pack, and gave it to the Guardsman. "You might want to hold on to this." He said before throwing the man out of the ship with the parachute.

The pilot tried to shoot at Damian but the boy hit him across the face with the end of his bow, knocking him out. He put the last parachute around the pilots back and pushed him out. The chute opened, carrying the pilot to the ground.

Damian moved into the pilot's seat and took the controls. He reached into a small console and grabbed a pile of ear pieces and put one in his ear. "Now we're talking."

**-Seren- **

The asgardian warrior cut through one of the aircrafts wings then kicked a Vulture in the throat. She constantly scanned the ground hundreds of feet below her to find Alex. No luck. Suddenly, one of the Thunderbolt aircrafts flew extremley close to her. She was prepared to slice through that one too when she caught a glimpse of the pilot.

"Damian?" The archer smiled as he stood from the pilot's seat and handed the ear pieces to Seren.

"Get these to the others." He told her. "I've got the skies covered."

The blonde girl put one of the ear pieces in her ear. "Alright." Seren flew downwards.

Damian got back in the seat. He punched in a few commands on one of the panels and the weapons system activated. A 'pulse cannon' revevealed itself on the bottom of the craft. Damian smiled as he took control of both the gun and the piloting controls. The cannon began firing at other crafts and Vultures.

He stopped shooting for a while. "What the hell?" He looked as something fell out of a nearby aircraft. Damian immediately went to his ear piece. "Seren, you have to get to Ben! Now!"

**-Alex- **

Alex flipped back on the ground and threw his shield at one of the Vulture Men, hitting him in the chest. The shield came back to Alex who used it to guard against another attack before countering it. He was out numbered and out powered but he still held his own against them. No matter how many of them he took out, there always seemed to be another dropping out of the sky. He pulled his shield up to his chest.

One of the Vultures was about to fly towards him but a small rock hit his helmet. The Vultures turned to the source. A little boy around the age of seven stood on the sidewalk holding a pile of old cans and rocks.

One of the Vultures began walking over to the boy.

"Leave Captain America alone!" The boy demanded, balling his fists.

"Yeah," The Vultures claws rose into the air, prepared to strike the boy. "That'll happen."

Before he could do anything, Alex's shield sliced through the Vultures claws! He then grabbed the boy and picked him up. He caught his shield with one hand. "What part about thinking to kill a little boy in front of me did you not think would piss me off?" Alex asked. He turned and ran, with the Vultures close behind. "Kid," He started, still running. "Do me a favor?" He handed him the shield. "Cover my back with this."

"Yes sir, Captain America." The boy took the shield and put it in the path of the Vulture Men's projectiles and Alex's back.

"I'm not Cap..." He stopped when he saw a large number of Vuture Men heading towards them! He was prepared to fight until Seren intersected them and cut past their wings and armor. Alex let the boy off of his shoulder. "Hold my shield for me, okay?" The boy nodded and ran to the sidewalk as Alex turned to face the group of Vultures. In a series of amazing moves and counters, Alex broke and defeated all five of the Vultures on his side. The boy starred in awe. Alex smiled at the boy who handed him his shield back.

"That was awesome!" The boy said.

"Yeah," Alex kneeled down. "I guess it was. Thanks for the help, now go back home and stay there until this is all over." He told him.

The boy saluted before running back home. Alex turned to Seren.

She handed him an ear piece. "Damian has the skies covered. He wants me to find Ben." She told him.

"Where is he?" He put the ear piece in his ear.

"He chased after the Hoboblin. I'll go find him and Jay. You look for Seren and Emilia."

"Sure." Alex noticed the large blood stain on her left leg. "Are you okay?"

"Yeah," She moved her leg up and down. "I've taken worse hits." Seren handed Alex a few of the ear pieces before flying back into the sky.

**-Cynthia-**

Electro ran Cindy through a building and kicked her into the ground. The girl quickly recovered and dodged an energy blast from him and fired her own, slamming him into a wall. Electro flew towards her and punched her face repeatidly. Cindy grabbed both of his fists before head butting him. She took the oppurtunity to activate her thrusters and slip underneath his hold. She curved her flight path around and rammed into his back, pushing him across the street.

Electro stood up. "Wow. Just... Wow," Electro stretched. "I haven't had a work out this good in over fifteen years. I should probably thank you."

"How considerate." Cindy said.

"Too bad I'm just going to kill you."

"Yeah, right."

They were about to clash again until Jay Cage fell from the sky, his shirt ripped in several places. He held one of the Vultures mechanical talons in his hands. He growled. "Lucky shot." He said, standing up.

"Jay?" Cindy said.

The boy stood and waved, somewhat out of breath. He turned his head to Electro. His blood ran cold and he felt every muscle in his body tighten. As quickly as he had fell, he tackled Electro and gripped his neck. "What did you do to him?" He rose his fist, threatening to hit him. "Where is Drew! He demanded to know.

Electro smiled and grabbed Jay's arm. He began to produce high amounts of electricty but Jay absorbed it all, despite the pain peircing his body.

Cindy was about to help him but he turned to her. "I got this, Cindy. Go!" He turned to Electro. "I have business here." Cindy nodded and flew off.

**-Ben-**

Ben ran on the side of a building dodging the Hobgoblin's pumpkin bombs. He flipped over one and spun a web on it before slinging it back towards the Goblin. He moved his glider away from the building they were on and flew downwards.

Ben slung a web. "Stop..." He panted. "Running from... Me!" He began web slinging after him. The Hobgoblin rounded a corner, as did Ben. He was about to turn when he suddenly ran into a hand, wrapping itself around his neck. The impact was so fierce, the teen couldn't breath for a few seconds.

"This should be good." A strange sounding voice hissed before its owner threw Ben towards the ground below.

As he fell, Ben spun a web towards a building but by the time the web line hit, he had already smashed into the pavement. After a moment of two, he rose from the ground. "Aw, come on." He said, clutching his ribs. "I must have internal bleeding by now. Wait," He had a realization. "Why didn't my spider-sense go off?" He was about to stand until a black gooey substance stuck to his hand. He tried to pull it off but couldn't. He examined it. "This looks way too familiar." Then there was a loud crash in front of him. Ben looked up to see a hulking man fully covered in black. On his chest was a large white spider insignia covering his entire torso. His face had a terrible menacing mouth and large white eyes that looked similar to... Spider-Man.

Only one word came to Ben Parker's mind. "Venom." Ben spat.

"You could only imagine my delight when I was given the oppurtunity to hunt down my worst enemy's son and slaughter him." When he spoke, it sounded as if two people wre talking at once. He formed a wide black blade with his hand. "Well, I guess you could say I was pretty excited."

"Oh, boy."

**-H.A.M.M.E.R. HQ-**

Norman Osborn watched all seven of the teens through multiple cameras mounted on buildings, Thunderbolt aircrafts, and the Vulture Men's helmets. So far, he was extremley impressed. The children held their own against the Vulture Men, H.A.M.M.E.R. soliders, Guardsmen, and units of Thunderbolts. As much as he was impressed, they were still a problem, a problem that needed to be dealt with.

"Sir!" One of the men at the control station called. "We have an update on the other girl."

"Put it on the main screen." Osborn commanded. An image of Emilia flying through the air, dodging Vulture Men and turning bullets into snowflakes came onto a large screen over-looking all others. Osborn rose from the chair he was sitting in. "Contact all Thunderbolts, I want that girl taken in **alive** and brought to me immediately." He commanded. "Use Vertigo."

**-Emilia-**

Emilia fell to the ground and created a protective barrier around herself, knocking the swarm of Vultures off of her. She heard a 'cling' behind her and spun around, prepared to make whoever it was eat their own metal wings. She stopped when she saw Alex catch his shield.

"Alex!" Emilia ran up to and hugged Alex who stood there, awkwardly. He cleared his throat and she let go. "Sorry, sorry. I've been looking for you everywhere!"

"Same here." Alex said. "Where's Cindy?" He asked.

"Present." The two looked up to see Cindy drop to the ground. "Tell me you haven't missed me." She said.

"Here." Alex handed them both ear pieces. "That leaves Ben and Jay."

"Oh, I saw Jay just now." Cindy told him.

"What? Where?"

"He was helping me fight Electro but he told me to leave."

"And you did?" Alex frowned.

"Well... Yeah." Cindy rubbed the back of her neck. "Okay, I admit, hearing it out loud does make it sound kind of cold hearted."

"And stupid." He sighed. "Lets go get him."

"Wait." Emilia stopped them, looking into the sky. "Does anyone else notice the strange absence of people trying to kill us?"

Alex and Cindy looked into the sky. The Vulture Men were there but they simply circled the skies. As if they were waiting for something. One single aircraft began to descend to the ground. It landed feet from where the three teens stood.

Alex raised his shield to his chest. "Be ready."

The hatch door opened and a woman in a green stripped suit stepped out. Her hair was long and green as well. She smiled upon seeing the children. "Why hello there," She extended her hand. "Why don't you do auntie Vertigo a favor and... Sleep."

Alex was about to throw his shield but suddenly found himself without the strength and fell to the ground, followed quickly by Emilia and Cynthia. Their brains pounded in their skull and they all felt their eyelids getting heavier. Cynthia wanted to activate her sonics disruptor to combat the effects but her mind couldn't even form the thought. The closer the woman came to them, the worse it got.

After a few seconds, she stopped and turned to the aircraft. "Alright Rhino, come get the girl." She told him.

On her command, Rhino stepped out of the jet and grabbed Emilia. "Heh. We should bring you around more often." He commented. He noticed the other two on the ground. "What about them?"

Vertigo smiled. "Let the Vultures pick them alive." They both made their way back to the airship, with Emilia.

**Next: Femme Fatale**

**A/N:  
>As the title for the next chapter says, the women of the team will be given much more important roles than they got in this one... Especially Emilia. Why does Osborn want her so badly? And they won't be the only girls showing out either (; Chapter 8 also includes Ben's showdown with Venom, who the Resistance really are, and more DEADPOOL! <strong>

**Deadpool: Uh... Duh! Why wouldn't I be in the next chapter The real question is why wasn't I in this chapter! I AM the main character in this fic, you know.**

**A/N:**

**Um... Anyways, as always, more Children of Tomorrow will be posted as soon as I'm done with my thought process (:**

**Deadpool: Hey! Author! Don't ignore me! I want answers!**

**A/N: And you'll get them next chapter!**


	8. Femme Fatale

Children of Tomorrow  
>Chapter 8: Femme Fatale<p>

**-New York Streets; January 17; 9:36 AM- **

As Cynthia watched Vertigo and Rhino leave, taking Emilia with them, her vision started to improve. "Let the Vultures pick them alive." She heard Vertigo say. Everything the girl heard was distorted and made her head hurt more than it already did. She almost felt like vomitting. She managed to look to her side and see Alex, almost passed out on the ground. He was sweating as he tried but failed to move. Cynthia glanced upwards and saw a group of Vulture Men heading towards them, fast.

Cindy slowly tried to stand up but her knees buckled and she tumbled down onto her back. She could now see large blurs of what she assumed were the Vulture Men. A solid thought could not form in her head, making it difficult to control her armor. She did feel Vertigo's effects begin to wear off but it wouldn't give her enough time before the Vultures were picking at them both.

The Vultures were mere feet from them. It took all of Cindy's will power to finally form the thought:_ 'Fire unibeam!'_ On her command, the large blue blast shot out of her chest, hitting the Vultures in midair! She slowly rolled onto her stomach and lifted herself up and to her feet. It took her a few moments before being able to stand up straight but eventually she was able to stand. She kicked Alex lightly with her foot. "Alex?" She asked. The boy laid on his stomach with his right hand resting on his shield. "Alex, are you okay?" No response. She sighed. "Don't make me slap you."

Alex rose up slowly. "I'm... good." He said. Cindy handed him his shield. "Thanks." They both looked up at the little speck that was the aircraft Vertigo and Rhino had taken Emilia in. "You think you can catch them?" Alex asked her.

"At my top speed, with all power diverted to my thrusters, probably. But the Vulture Men and airships might be a probl-."

"Cindy," Alex interrupted. "Yes or no?"

"Oh, yeah." She smiled and levitated herself off of the ground. "I'll get her."

"Hey," Alex called to her before she flew off. "Just... Be careful. Okay?"

Cindy nodded. "You too." With that, she sped off towards the airship.

Alex was ready to spring at whatever was coming his way when he heard a faint whistling sound. He spun around to see a knife heading straight for his head! He moved to the side, letting the projectile pass him. He saw the source of the attack. Crossbones.

**-Ben-**

Ben flew through the air like a ragdoll until a black web connected itself to his chest and yanked him back down to the pavement. He ripped the web off of his shirt and rolled to the side as Venom jumped towards him. Ben flipped a few feet away from the beast. He needed to take a rest from dodging the villains assaults but Venom was just as fast, if not faster than him.

"Shit, shit, shit!" Ben shouted as Venom advanced towards him again. He jumped over him but Venom grabbed his ankle and pulled him into a bear hug. "Argh!" Ben struggled, trying to free himself. He felt his arms and ribs begin to break under the preassure.

"Now die!" Venom roared. Ben finally noticed an opening. He angled his wrist upwards and spun a web at a street light above them. He pulled the line, causing the light to drop on top of Venom's head. This allowed Ben the oppurtunity to break free of his grip. He used Venom's chest as a springboard and flipped into the air, landing not so gracefully on the ground. Venom grabbed the street light that fell on him and threw it at Ben who jumped over it. Ben shot two web lines at the broken street light and flipped it around, slamming it into Venom's mouth. The villain chomped down and swallowed the shredded peices.

"That's gross." Ben noted. He ran towards Venom who did the same. Ben let out a sort of roar before leaping into the air. Venom leapt as well, catching him. The two clashed and fell back to the floor. Ben's back hit the pavement as Venom began slashing at him. The boy did his best to move but several of Venom's attacks made it through Ben's defenses. Venom extended his razor sharp fingertips and raked them along Ben's chest, drawing large amounts of blood. The teenager let out a yell of pain before looking down at his shirt, which was ripped, revealing his bloodied chest. He tried to break loose from Venom's grip but the creature held his wrists and had his foot on Ben's stomach.

"No more spiders." Venom said as he made a blade with his hand, preparing to use it on his prey. He opened his large sick mouth and produced an unhuman shriek. Ben clenched his eyelids closed, awaiting his final moments but a sword sliced off Venom's arm! The villain shrieked again but before he could see his attacker, he was punched off of Ben.

The boy looked up to see what he thought was an angel. Blonde hair, shinning armor, beautiful features, and a nice set of-.

"Oh." Ben realized who had just saved him. "Thanks Seren." He smiled as the girl helped him up to his feet. Ben immediatley clenched his heavily bleeding chest. "That's going to hurt in the morning." He winced. "Evening, night, and the next six weeks."

Seren looked to Venom who had connected his arm back on. "You stay here." She told Ben.

The boy leaned against a nearby building. "Staying here..." He huffed in pain. "Shouldn't be a problem." Ben shot a stream of webbing onto his wounded chest to stop the bleeding.

Seren turned from Ben to the monstrous creature in front of her. She pointed the tip of her sword at Venom. "Creature, you have hurt my friend, and for that I cannot forgive you. If you surrender quietly, I will promise to lessen your punishment." Seren had an anger burning inside of her. "Yield." She warned. Venom responded with a roar and began charging towards her. "So be it." She ran towards Venom and let her sword scrape against the pavement of the street, heating up the point. As she approached him, she ducked under his claws and ran her sword across his stomach. Venom shrieked in surprise before Seren jumped on top of his back and ran her sword through his back. Still, Venom stayed up, trying his best to grab Seren and yank her off of him but the girl kicked his hands.

"Yield!" Seren told him again. The glowing blue tattoos on her arms began to light up. "Yield, monster!" She shouted. He did not. "Fine." Seren pulled her sword from Venom's body and lifted it upwards. The marks on her arms now began to radiate. She channeled the magical energy inside of her into her sword and shot it into the sky. The beam of bio-energy hit a cloud and began to make lightning. Seren jumped off of Venom and forced her sword down on top of him, stricking the monster with high amounts of lightning. Both Seren and Ben shielded their eyes as the mega-sized lightning bolt crashed into Venom, creating a crater where he once stood. After a few moments, the lightning stopped and all that was left of Venom was a large glob of black, smoking slime. It started to move but was far too weak to pose an actual threat.

Seren huffed as she kneeled in front of the crate. Ben was making his way towards her when his spider sense went off. He spun around only to be grabbed by Hobgoblin and pulled into the air. Ben struggled but was severley weakened by the wound on his chest.

"Wait until I'm injured then fight me?" Ben winced. "That's a pretty dick move." Hobgoblin resonded by punching him in the chest. Ben shouted in unbelievable pain. But before the Goblin could do anything else, he was pushed off of his glider while Seren caught Ben. "Thanks gorgeous."

The two watched as the glider fell back to the Hobgoblin's feet. He clenched his fist. He was about to fly towards the two and continue the fight but a voice came in through his com link. "Hobgoblin." Norman Osborn called.

The Goblin regained himself. "Yes, Osborn?"

"Vertigo and the Rhino have Strange's daughter." He said.

"You don't mean-."

"That's exactly what I mean." Osborn confirmed. "They are being pursued by Stark. Kill her and bring me her heart." He commanded.

The Goblin smiled. "Yes sir." He looked at Seren and Ben. "While I'd love to kill you, I have another annoying brat to slay." With that, he spun his glider around and headed into the skies.

"That guy runs a lot." Ben said. He tried to laugh but found himself clutching his chest. He jumped onto the ground. "You should go get him."

Seren tossed Ben one of the coms. "And you should sit this out."

"Yeah right." He put the device in his ear. "I'll be fine."

Seren examined him for a moment then nodded. "Be safe." Then she flew off.

Ben watched her go and then gripped his chest. "Argh!" Truth is, he wasn't doing fine at all. It felt like someone had shoved three knives into his chest and repeatidly pulled them up and down and after poured lemon juice over the wounds. He took a moment to breathe. He heard footsteps arriving in front of him. He looked up but by that time he was already light headed and fading. He saw what looked like a girl looking down at him, wearing a pair of red sunglasses before passing out.

**-Alex- **

Crossbones punched Alex in the nose before taking his own shield and slamming it into his face. The boy fell to the ground, bloody, and nearly defeated. Crossbones had to the most skilled fighter Alex has come across yet. Every move he had, Crossbones had a counter to it. Wheather it was using his own shield against him or punching a few pressure points, Alex could not get a hit in.

The Thunderbolt threw the shield in front of Alex. "I fought against your old man and still, he could barely keep up with me." Alex began to try and grab his shield. "What makes you think you stand a franction of a chance?" Crossbones stepped on Alex's hand and used his other leg to kick the shield further away. He grabbed a pistol from its holster and pointed it at Alex's head. "Well, it's been fun kiddo. Probably more for me than you but, you know." He smiled behind his mask. "And say hello to Cap for me."

Alex looked down the barrel of the gun, prepared to face his fate. But as Crossbones pulled the trigger, something flew through the air and sliced the pistol in half! Alex took the opurtunity and kicked Crossbones in his gut before rolling on the ground and grabbing his shield. Crossbones fell to the ground and threw another knife at Alex who blocked it and dived to the ground, throwing his shield at the Thunderbolt's head. Alex rolled back and caught the shield.

The boy looked around the area, looking for who had just saved him. Once he saw no one, he turned back to Crossbones. "Alright kid." He said. raising his hands into the air. "You win. Take me to the cops. Turn me in. Oh wait, I am the cops."

"What's your point?" Alex asked him.

"How are seven snot nosed teenagers going to beat an entire government?" He asked him. "You can't. You parents couldn't so what makes you think a group of untrained kids can? Osborn won the minute he killed your old man." Alex clenched the strap of his shield. He said nothing. All Crossbones needed to do was distract him a little longer. A Vulture Man began to swoop down from the skies and head straight for Alex. The villain smiled. "They were the Avengers. And what are you? Avengers kids. No way in hell can you do this by yourselves. You should just... Give up... And..." The Vulture was mere feet from killing Alex. "DIE!"

At the last moment, Alex spun around to see the Vulture ready to slice him to bits. But before he could touch him, the Vulture was knocked into the ground! Alex looked up to see a black figure fall on top of the Vulture Man and slam his head into the ground, knocking him unconscious.

Crossbones took the moment of Alex's distraction and grabbed another one of his knives from his belt. He was ready to throw it when the black figure threw his own purple dagger at the Thunderbolt, impacting his helmet before the knife could leave his hand. Crossbones fell to the ground, alive but unconscious.

Alex turned to the man next to him. The first thing he noticed was he was wearing a black mask with piercing yellow lenses over his eyes. Alex could swear if he starred at it long enough, it resembled a threatening cat. After examining the rest of his costume, he had only one conclusion.

"You saved me." Alex said. "Twice."

"You can thank me later." The boy said with a deep and strong accent. "My associates are helping your friends. We need to move, now."

He started running, followed by Alex. "You're with the Resistance?" Alex asked.

"I am. Your actions have stirred up something you and your teammates can't finish alone." He responded. "We are here to help."

"Thanks a lot. You said other Resistance members are helping my friends?"

"Well... They should be."

**-Jay-**

Electro threw Jay into a brick wall, only increasing his body mass. Jay jumped out of the way of an electrical bolt before running towards him and tackling him to the ground.

"Why... Won't you people... Die?!" Max Dillion began firing pulse after pulse of energy onto Jay who simply absorbed most of it.

"Where... Is Drew?" Jay asked, tightening his grip on Dillion's throat. "Tell me now or I will pop your head." He threatened.

"You'll all be dead soon." Electro said, smiling. He turned into a bolt and moved away from Jay. "Lets finish thi-."

"Excuse me." The two looked over to a man walking towards them. He was fairly tall with blonde hair and bright blue eyes. He wore a blue jacket with a '4' on the left side. "May I interrupt?" He asked, smiling.

Electro clenched his fist. "Richards."

"That's me." He said. He revealed a device he had in his pocket. "I don't have time to mess with you today Max but I did bring this. Disruptor pod." He held a silver tube. "Courtesy of Pym."

"Oh you little-!" Before he could make a move, Richards pressed the top of the tube and a stream of blue electricty connected with Electro's chest and in a matter of seconds, Max Dillon faded into the sky with a fierce roar.

"No!" Jay shouted. He turned to Richards. "I needed him to talk."

"Oh." He put the tube back into his pocket. "Well he's not dead. Just deconstructed for a while." He told him. "It's a little hard killing pure energy so we just stun him instead. Well, I guess stunning him isn't really the best word for it." He extended his hand. "Franklin Richards. Leader of the Resistance and here to help you and your friends."

Jay looked at him and slowly took his hand, his muscles and strength began to fade. "I know who you are. Jay Cage."

"Ah, Luke Cage's kid." Franklin tapped his ear. "Guys. I got Cage." He reported to the rest of his team. "Where are the rest of them?"

"I've got Parker." A girl responded.

"Alright good." Franklin said. "What's the situation in the sky?"

**-Seren; Cynthia-**

Seren jammed her sword into the wing of an airship before kicking a Vulture away from her. "Cindy!" She shouted over the noise. "Get to Emilia. I'll take care of them." She slammed the butt of her sword into another Vulture's face. "Get away from this area!"

Cindy blasted an airship firing at her before she zoomed past the rest and headed towards the only airship flying away from the battle. With Cindy out of range, Seren lifted her sword into the sky. Her tattoos began to light up again and alarge stream of electricity flew from the sword and straffed the skies.

Inside the ship, the Rhino watched nervously as Vertigo kept her hand on Emilia's forehead. Emilia was pale (more so than usual) and sweating hard. "Why is this one so important?" Rhino asked.

"How should I know? You think he tells me anything?" She responded.

"Um." The pilot turned to the two. "We have a problem. One of the Avengers children is chasing us."

Rhino looked out the window and saw Cindy flying next to the ship. The girl looked at him and smiled before flying next to the hatch door and ripping it open.

"Vertigo!" Rhino shouted. The woman extended her hand towards Cynthia but the girl stood in the opening, unmoving.

"I don't understand." Vertigo said, shocked.

"I activated my sonics a while ago." She told her. "I learn from my mistakes." She was about to blast Vertigo until something wrapped around her waist and pulled her off of the airship!

Cindy turned to see the Hobgoblin holding a zipline connected to his glider and dangling Cindy along the bottom. He cackled as he rode on the glider. "Hello, my dear."

Cindy ripped the zipline off of her and flew towards the Goblin. He laughed again and fired a few missles from his glider. Cindy stopped flying before detouring from her target and flying upwards and away from the missles, only for them to follow her!

Cindy blew her waving hair out of her eyes. "Of course. Heat seeking." She said as she twisted, trying to evade the missles. She turned back and could see all four of the devices after her. She blasted the one closest to her then the second and the third. The fourth one edged closer to her and exploded early, launching Cindy upwards. She quickly caught herself but was met with a punch to her jaw.

The Hobgoblin stood over her. "I wonder what we can do with that special nano technology."

"I'll tell you where you can shove it." Cindy responded.

As she recovered herself, she felt another fist on her face, knocking her back. "Cute." The Goblin flew back towards her as two razor sharp spikes petruded from the center of the glider. He laughed maniaclly as he inched closer. Cindy grabbed the spikes in her hands before they made contact and after a brief struggle between the two, she yanked them off of the glider and dropped them to the ground.

The Goblin frowned. "You weren't supposed to do that."

Cindy smirked before launching a repulsor blast at the Goblin's chest, causing him to fly off the glider. The glider immediately began chasing after its owner but Cindy followed close behind it.

The Hobgoblin landed on top of a Thunderbolt aircraft and watched his glider fly back to him but Cynthia was right on its trail, about to fire at it. He reached into his pouch and retrieved a pumpkin bomb. He pressed the top and threw it at the girl.

Cindy noticed the bomb approaching and fired the blast at it instead, shrowding the area in smoke.

The Hobgoblin was about to get back on his glider when he felt a sharp pain in his back. He turned and pulled an arrow from his shoulder. "Annoying little brat." He said as he shrugged it off. He could see Damian Barton, now aiming his bow outside of the airship he had set on auto pilot. He fired another arrow which the Goblin caught and threw to the ground. He jumped on to his glider and flew towards Damian.

Cindy emerged from the smoke to see the Hobgoblin heading towards Damian. "No!" She rocketed herself towards the villain.

Damian shot arrow after arrow at Hobgoblin who either caught them or shrugged them off like they were spit balls. The Goblin was about to throw another pumpkin bomb but felt Cindy grab him and put him in a full nelson. He strugged to get out but the girl had an iron tight grip on him.

"Shoot him!" Cindy shouted.

Damian loaded an arrow into his bow and aimed for the Hobgoblin's heart. Without a moment's hesitation he fired. The arrow pierced through the air towards its target. But before it reached him, the Goblin freed one of his arms from Cindy's lock and caught the arrow! He spun around and forced the arrow through Cindy's arc reactor!

"No." Damian whispered.

The Hobgoblin pushed the girl off of him as he dropped to the airship below him and flew off. Cindy screamed in pain as her armor faded away and energy began to disperse over her body. She soon began to hurdle hundreds of feet down.

Damian watched her fall. Seren was too far away to catch her in time. There was only one option. Damian leapt off of his airship and dived down with her. He dodged incoming Vulture Men and Thunderbolt aircrafts as he free fell to get her. After a few seconds he caught up to her and wrapped his arm around her waist. The archer turned his body to face the chaos of lightning bolts and pulse cannons being fired above as he tried to aim an arrow to grapple to something but found it increasingly diffucult to focus, especially with him having to shoot an arrow using one arm and his teeth.

Before he could do anyhing else, he felt himself hit something. Not the ground. Not a car. Damian first checked Cindy. She was bleeding heavily and her arc reactor was beginning to lose it's glow. He then noticed that he wasn't even on the ground but about thirty or forty feet above it. Finally, he glanced upward to see what, no, who had caught him.

"Is she okay?" The giant man holding them asked. He was thirty feet tall and looking down at the two people he had caught in his hand.

Damian took a few seconds to admire what had just happen before turning his attention to Cindy. "No." He responded. "She's not." The archer hesitated before firmly grabbing the arrow and gently pulling. It wouldn't budge.

"I can help." The giant began to shrink as he placed Damian and Cindy on the streets he stood on. Bystanders ran as the he grew smaller.

"The Reisistance." Damian said.

The man nodded to Damian. "I'm Henry Pym. We're here to help."

**-Seren-**

The asgardian flew as fast as she could towards Vertigo's ship. She had just witnessed Cindy and Damian falling to what surely would have been there doom, but strangely enough a giant had caught them. Seren wanted to go check on her friends but knew that getting Emilia was more important at the moment.

As the girl got to the side of the ship where Cindy had already ripped the door off, Vertigo appeared and extended her hand, distorting Seren's senses! Seren immediately began to slow and stopped chasing them all together. She watched as the airship flew off. With Vertigo still on board, she couldn't get close. She gripped her sword and smiled. She wouldn't have to. A faint bolt of lightning crackled at her side.

"That was great Vertigo!" Rhino said, laughing in amusement.

The woman sat down next to the unconscious girl laying down. "What can I say?" She started. "Dumb kids never stood a chance."

"Um," The pilot turned to them. "We have an incoming object." He said.

Vertigo stood up. "Never learn." She peaked her head through the open door and saw not Seren but a lightning covered sword heading right for the airship! The sword struck the engine, causing it to explode. The sudden jolt caused Vertigo to fall back to the floor. "Rhino!" She called. "Go get her!" She pointed out the door.

The man still sat down, trying to stay in his seat. "I'd rather not..." He said sheepishly.

Vertigo stood up and pointed to the door. "Get. Up. Now!" She commanded.

"Fine." Rhino got up and moved to the door. He peaked out and saw the many buildings below them. "What am I supposed to do?" He asked. "I can't fly." The airship jolted upwards, causing the man to lose his grip and fall through. The Rhino fell to the ground and shattered the sidewalk he fell on.

Vertigo ran her palm into her forehead. "Idiot." She muttered.

"I know, right?" Vertigo looked back up to see Seren standing in the doorway.

"You little bitch!" She shouted, about to activate her psionic abilities but before she could, she was blasted in the back with a purple blast of energy. Emilia stood behind her with her hand stretched out but quickly fell to her knees. Seren quickly ran over to help Emilia who was struggling to stand up. Seren put the girls arm around her shoulder and was about to jump out when she saw the pilot, struggling to keep the ship upright and Vertigo. She couldn't just leave them. The asgardian grabbed her collar and put the woman in her hands and the pilot on her back.

"Hold on!" She yelled before jumping. Moments after, the airship exploded in the sky! Seren glided down to the ground where she let go of the pilot and placed the knocked out Vertigo on the ground. "Are you alright?" She asked him.

"Uh, yeah. Thank you." He said.

"It's okay." Seren smiled. "I suggest you take her and leave before this escalates."

"Yeah, sure." He said before taking Vertigo and running off.

Seren then turned back to Emilia who was laying on the ground. "Emilia, are you alright?"

The girl immediately forced herself to her feet and ran to the nearest alley and threw up. Seren looked away until it was over.

"Nausea and flying doesn't mix." She said, clutching her stomach.

"Sorry." The asgardian apologized. She held out her hand until her sword rushed to her. She sheated it and tapped the com link Damian gave her. "Damian, Alex," She called. "What's going on?"

There was static and Alex's voice came through. "Seren? Thank God." He said. "Did you get Emilia?" He asked.

"She's right here. A little sick , but here."

"Alright, we need to meet at a location. I have someone with me who-."

"Guys," Damian spoke. "We have a serious problem."

. . . . .

Alex and the boy in the black suit ran had just arrived to the location Damian told them to go to only to see Cynthia Stark laying on the ground and bleeding heavily. By now, her entire chest and stomach was covered in her blood. The boy ran to Henry Pym who was kneelling down next to the girl.

"Pym," He said with a hint of urgency hidden under his otherwise calm voice. "Is there anything you can do for her?"

"Not here." Pym said truthfully. "I need my lab equiptment to fix her arc reactor and her heart."

Alex kneeled next to Cindy along with Damian. "How is she?" He asked.

"Fading. The arrow peirced through the reactor and into her heart. We can't pull it out without it killing her."

"You said the Hobgoblin did this?"

"Yeah. He got away." Damian said, clenching his fists.

Alex patted his shoulder. "It's not your fault."

The two looked at Cindy in silence. They heard footsteps behind them and turned to see Emilia and Seren approaching.

"Oh no." Emilia said as she ran to Cindy's side.

"Do you know any healing spells?" Alex asked her.

"No. I need ingredients for the only one I do know how to use." Emilia said. "I'm sorry."

"We're waiting on one more party?" All of the teens turned to see Franklin Richards and Jay walking towards them.

Jay looked at Cindy then looked away quickly.

"Not anymore." A girl with black hair and red shades over her eyes walked up to them, carrying Ben Parker over her shoulder.

"Ben!" Seren took his body from the girl carrying him and held the unconscious boy in her hands.

"He's alive." She informed them. "Just worn out."

Pym moved next to Franklin and whispered. "She's not doing to great. We need to get back to base now."

"This part of the city was swarming with Vultures and Thunderbolts a few minutes ago." The boy in the cat suit analyzed. "Where are they now?" They looked into the now clear skies. There was nothing there. As if there had not been a large arial assault ten minutes ago.

"I don't know." Franklin said. "But we won't get a chance like this again." He said.

Alex broke the whispering trio. "We need to get Cindy somewhere to help her!"

"I'm on it." His eyes began to glow blue. He extended his hands and in a flash, the group was gone.

On a nearby rooftop, Hobgoblin, Crossbones, Rhino, and Vertigo stood, watching the scene. "The Avengers kids have left with the Resistance, sir." The Hobgoblin reported to Osborn. "We lost Strange." Venom began to reform on the side of the building.

"It doesn't matter." Osborn responded. "We have an agent on the inside. Give them time before we make our next move."

**-Torture Chambers-**

Drew sat against the wall of his small cell, holding the wound on his stomach. The bleeding had gone down but it still hurt like hell. He hadn't slept since he got to his cell. It was too hard for him to sleep with so much on his mind. For one he was worried about the other Avengers kids. He's heard from guards talking amongst each other that thy were causing problems. As long as he never saw any of them in these cells, he was okay.

He looked at his wrist to see the symbol of the spider resting there. He had done that himself. After his mother died, he burned her symbol into his wrist to remind himself why he hasn't given up yet.

He heard footsteps coming from the staircase. They were heavy and echoed through the cells. Two Guardsmen arrived and stood in front of Drew's cell. One of them carried a tray of food. Food that was actually worse than the slop at the Vault. Something Drew didn't even think was possible.

"Chow time." One Guard said, placing the food in a slot in the cell. Drew had a deep reason to believe that the Hobgoblin had his food laced with halluciangens or drugs to further surpress his powers. But he only ate once a day. It was eat or starve. He grabbed the tray an put it on the bed.

"Stupid kid." One Guard said while walking away. He turned back to the staircase and ceased walking. "What the hell?" He aimed his gauntlet at the top of the staircase but then stopped moving, almost as if he was paused. The same happened to the second.

Drew tried to look up the staircase to see who was coming but couldn't make out a body. Suddenly, the Guards shot across the room and slammed into the wall of the opposite side, then back to one wall where the slid into unconsciousness.

Footsteps were heard coming down the steps. There were multiple people coming. The first person down looked directly at Drew the second she came down the stairs. She had long blonde hair that stopped just below her back. Her eyes were competely white with dark pupils. It was like she gazed directly into Drew's soul.

"Anita." The blonde said. "Open his cell."

"On it Celeste." A second african american girl with short black hair came down the steps and put her hands out in front of the cell bars. After a moments concentration, the bars of Drew's cell began to quickly rust until it practically melted away.

"You're Drew? Son of Spider-Woman? An Avengers Kid." Celeste asked to him.

"Uh, I am."

"Come with us. We'll get you out of here and to safety

Drew eyed them strangely. "Yeah, and how do I know you're not a hallucination or something? I mean two beautiful girls showing up out of the blue really does sound like a dream come true for me."

"You just have to trust us." Anita said.

"How do you know me?"

"We can explain that when we get to the Dome." Drew looked over to see one more girl coming down the stairs. She had red hair and beautiful hazel eyes. "Guys," She siad to Celeste and Anita. "We have to go. The motion detectors just went back online."

"Drew. We need you to trust us." Celeste told him.

"You can come with us or die in here, sulking in your own blood and feces." Anita said. "Your choice pal."

Drew thought for a second. He looked to the red head girl who made direct eye contact with him. Something about her made him feel... Safe. He looked to Celeste. "Fine. But if this is a trap-."

"Then I have nothing to worry about." Celeste interrupted. "Anita. Get us the hell out of here."

Anita grabbed Celeste's and the red headed girl's hand. Celeste grabbed Drew's hand while the red head held out hers to Drew. The two locked eyes again before Drew took her hand in his.

"Hold on to your crotch boys and girls." Anita said. Her eyes began to glow.

"Who are you guys anyways?" Drew asked Celeste."You seem to know a helluva lot about me?"

Celeste looked to Drew. "We're the Children of Tomorrow." She told him before the four teleported out of the cell corridor.

**Next: The Other Avengers Kids**

**A/N:**

**Hello all, and thanks for reading another update of Children of Tomorrow!**

**Deadpool: Come on, lads and lassies, I'm not the only one with a little bit of shit in my pants, am I? What do these mysterious ladies have to do with Drew? I thought the Avengers kids were the Children of Tomorrow. Who the hell are those bozo's called the Resistance? And why the hell am I not in the chapter? Again.**

**I'm not starting with you on this Deadpool.**

**Deadpool: Whatever. I just better be in the next chapter. Or I'll get slicey. And you want like me when I'm slicey.**

**Yeah, sure.**

**Aw, come on! I have a bunch of sweet new lines could use. And a bunch of weapons, a bunch of swords, a bunch of jokes. Gotta love Deadpool jokes, right?**

**Don't you have a videogame to work on or something? Anyways, another update will be coming along shortly. Or not. It all depends really (X**


	9. The Other Avengers Kids

Children of Tomorrow  
>Chapter 9: The Other Avengers Kids<p>

**-Resistance Base; January 17; 11:23 AM-**

A bright flash pulsed in a small poorly lit tunnel. In the center of the pulse stood Franklin Richards, Henry Pym, Alex Rogers, Damian Barton, Seren Odinchild, Jay Cage, Emilia Strange, a wounded Ben Parker and Cynthia Stark, and two other Resistance members. Alex held Cindy in his arms and Seren carried Ben. The group looked around t observe their surrounding. It looked (and smelled) like a sewer. They stood in murky and very unclean water and there was an ominous mist looming above them.

Franklin sunk to his knees. His nose was bleeding heavily. The boy in the black cat suit helped him up.

"Are you okay?" He asked.

"Yeah, I'm fine Azari." He said. "Hate using my Nexus powers." He said quietly. "Can someone else open the door while I... you know, shake this off?"

"Sure." The girl in the red sun glasses moved her hand along the brick wall of the tunnel until she got to one brick. She pressed down on it and an entire section of the wall sunk in and slid to the side, revealing a metal hallway with two men with assault rifles standing in the middle of it. They took aim at the doorway but ceased when they saw who it was.

"Oh," One said. "It's just you guys." He looked over to see Richards leaning on the wall. "Is he okay, Milly?" He asked the girl with the sun glasses.

"He'll be fine." Milly responded. "Go tell Peace to ready the infirmiry. We have guests who need some help." She told the two. "Now!"

"Yes mam." Both men ran down the hall to a much larger door and opened that, revealing multiple people rummaging about in a fairly large compound.

"Lets go." Milly said to the others. The group of heroes walked down the hall and into the large compound that was the Resistance secret head quarters. There were over two dozen people running around, some with important information, others to talk to someone else while a larger number of people sat around the area eating, sleeping, or just talking. Some were dressed in combat gear while others were wearing coats and regular civilian clothes.

The group took it all in. Alex could actually see an expression other than sorrow on the faces of the people in the compound. The sight seeing didn't last long as a girl in a long trench coat came around the corner marked: Medical Bay. She had short black hair and a very present sign of asian descent. She turned to them.

"Where are the guests?" She asked.

"It's them." Franklin turned to Alex and Seren who were carrying Ben and Cynthia.

Peace looked to the two. "Alright, follow me." She sped back into the medical bay, followed by Alex and Seren. In the medical bay were about a twenty beds in the rectangular rooms and only one other bed at the far sie of the room was occupied. By a blonde girl who seemed to be sleeping.

Peace pointed at two beds. "Put them here." Cynthia and Ben were placed in beds. While Ben was still and silent, Cynthia was spasaming and moaning in pain as the arrow petruded from her chest, blood still pouring from her wound. Peace turned to the door where a few other Resistance members stood. Peace reached to her belt and grabbed a needle which she quickly stuck into Cynthia's arm and pressed down.

"What's she doing?" Alex asked as Henry Pym who slowly pushed both him and Seren out of the medical bay.

"Just sedating her." Henry responded. "Trust me, she knows what she's doing. Peace is the best there is at what she does." He smiled and finally got the two out of the medical bay and closed the door as both he and Peace went to work.

Alex and Seren looked at each other in worry before turning to the others.

"Don't worry." Franklin said. "Peace is our resident healer extraordinare. If there's anyone that can heal your friends, it's her." He leaned against the wall. "They'll be just fine." There were a few chairs outside of the infirmary. The five Avengers kids took seats. They all sat in silence. "Um... I could give you guys a tour of the-."

Azari, the man in the catsuit put his hand on Franklin's shoulder. "They need time to themselves Franklin." He told him. "We should let them have it."

"Right." Franklin nodded to the kids. "If any of you need anything, come find me." He smiled as he rounded the corner. "Mi casa es tu casa." He said before leaving along with Azari and Milly.

And there the team sat.

**-H.A.M.M.E.R. Base; 12:30 PM-**

Norman Osborn paced from side to side uneasily as Victoria Hand, Electro, and an unmasked Hobgoblin stood in front of him. The four met in Osborn's office which was a room very and strangely similar to the oval office in Washington.

"Sir." Philip Urich, also known as the Hobgoblin started. "What are we going to do about the Avengers children? With all due respect, we can go in and obliterate them. We know where they are hiding, they are weak and low in numbers. They won't see it coming." He advised.

"No." Osborn stopped pacing and stood in front of his desk. "I dont want to risk a second defeat at their hands Urich." He said. "Let them be. And let our mole do their work. We have more important things to worry about. Besides, haven't you forgotten that we too have lossed well over a dozen Vulture Men and airships?"

"What is more important than finding these brats?" Electro asked.

Osborn sighed heavily on purpose only to signify how annoyed he currently was. "The Cosmic Cube! The Tesseract! The glowing cube that could possibly decide the fate of this universe!" He shouted before taking a deep breath and calming down. "I need to have it before the Skull does." Osborn told them. "Hand." He pointed to his assistant. "Change of plans. I need the Leader hear today."

"I thought you might." The woman handed him a manila folder. "I took the liberty of filling all of his paperwork out myself. It went by much faster. He's on his way now."

Osborn opened the folder to see all of Samuel Stern's papers for leaving the Cube filled out. He grinned. "That's what I like to hear." He put the folder on his desk. "I want you all to look at this." Osborn tapped a button on his desk and the lights dimmed. A holographic projection appeared in the middle of the room, just in between Osborn and the other three. The hologram was security footage from the Torture Chamber. It showed three girls dressed in odd black and white uniforms using an array of powers to move through the Guardsmen patrolling the area at the time.

"What is this?" Electro asked.

"Wait." Osborn commanded. The projection then showed the three girls opening up Drew's cell and teleporting away. The hologram then turned off. "That was footage of three very unknown women teleporting into the Toture Chambers, seamlessly navigating through our security, freeing Spider-Woman's son, and teleporting out with him." He summarized. "All of that happened while we were too busy focusing on the fight with the other Avengers kids."

"What are you implying?" Victoria asked.

"They knew the perfect time to infiltrate us." Osborn said. "That was no accident. There was a set time that they freed the boy and got away scot free."

"Who are they?" Electro asked.

"Hobgoblin had facial scanners run and we have almost no leads. Almost." Another projection appeared showing a zoomed image of one of the girls. She was blonde and extremely attractive depite the cold look in her eyes. "This is Celeste Cuckoo."

Electro thought for a second. "You mean-."

"Yes. One of the Stepford Cuckoos and Emma Frost's daughter." Osborn finished.

"She went missing shortly after the Purge and was persumed killed in action." Victoria said. She held a small remote and pressed down on one of the buttons, changing the hologram screen to an image of a girl who looked almost exactly like Celeste only her hair was cut short. "This is -or, was- the only sister we knew existed until now. Mindee Cuckoo now resides on Genosha with the rest of the mutant population."

"Do you think they were from Genosha?" Hobgoblin asked.

"I highly doubt that." Victoria stated. "With Magneto in his current state I doubt he would send a strike force to break one person out of the prison."

"Wierd." Electro said. "We'll get looking for them asap sir." He said. "Along with Deadpool."

"Much appreciated." Osborn said. He looked at the three. "Now, carry out you duties. Victoria, set up a lab for Sterns when he gets here."

"Yes sir." And with that, the three left the office and closed the door. Osborn turned off the hologram and turned on the lights. He sat down in his chair behind the desk and tapped yet another button on the desk. Suddenly, a panel rose up from surface of the desk, resembled the screen to a laptop. A red light was blinking on and off at the top right corner. Osborn pressed the light and an image appeared. This image was in the form of an older bald man with a beard and mustache combo.

"Stane," Osborn said. "What did you need?"

Since the Hero Purge, Obadiah Stane has since become head of all weapons manufacturing in the new world and was damn good at it. He sat in his office which had a large glass panel in the back, showing the process of several thousand machines creating even more weapons. "I was just informing you that, well, we found a spy earlier today."

"From the Red Skull?" Osborn asked.

"No. This one's from the Resistance." He reported. "No one important. I had him killed. But he did gather some intel and sent it to Richards before we got to him."

"What intel?"

"The shipment of weapons shipping in from Latveria."

"Doom's weapons."

"Yeah. Nothing too important."

Osborn thought for a second. "Tell Doom that his weapons cache is going to be attacked by the Resistance."

"How do you know that?"

"Because I know Franklin Richards. All these years we've battled, I've learned to anticipate his move before he even thinks of making them." Osborn chuckled. "Ironic. He's supposed to be the telepath."

"I'll be alerting Doom soon, sir."

"Good." The monitor switched off. "Very good."

**-Unknown Location-**

Drew opened his eyes to the sight of an all white room with a few beds that were also white. He looked around and saw nothing but the beds. Drew glanced down at his clothes and found that they had been changed from the dirty prison shreds to the complete opposite. He had on an all white t-shirt and sweats that felt pretine and clean, something totally new to him. He also felt the wound he had on his chest was gone. To make sure, the boy lifted his shirt and saw that he was absolutely fine, as if nothing had happened.

"Am I... Dead?"

He heard a laugh in the distance. "No, silly."

He quickly sprang from the bed. "What the hell?" He looked around the room. "Where are you?"

He felt someone touch his hand. "Here." A girl whispered.

Drew immediately spun around to see a young girl dressed in an all white clock and completely white hair looking up at him. She giggled. "I was behind you the whole time!"

"Who are you?" Drew asked. "Where am I?"

"Oh, well I'm Carrie." She looked up and thought with her finger on her chin. "Or will I be Amanda today? Maybe I'm Carly..."

Drew could tell that this little girl was obviously disturbed. "Yeah, okay... Little girl. Now where am I?"

"Oh, you're in the City." She responded.

"What city?"

"The City."

"Like... New York City, Salt Lake City, Kansas City, what city?" He asked, kind of getting frustrated.

"Just the City." The girl smiled.

Drew slapped his own forehead. "Nevermind. I'll go find out myself."

"Okay then." The girl smiled. "I'll see you later Mr. Drew." She waved off before completely disappearing. Drew stared at the spot the girl was just standing in.

"I must be dead." He said to himself. He heard a swish behind him. Drew spun around again to see a girl walking through a door. She had short blonde hair and vivid blue eyes. She wore the same uniform that the three girls who rescued him had on only she wore what appeared to be a doctors coat.

"Oh," She said in surprise. "You're awake. I didn't expect that so soon. Your healing factor is phenomenal. You're lucky you have it. Otherwise, you would have died a day or two ago."

"Maybe I'll have more luck talking with you than Carly, Amanda, and Carrie." He said.

"Oh. You got to talking with Anna?" The girl laughed. "Dont mind her. She's a little crazy."

"You dont say." Drew smiled. "So who are you and where on earth am I?" He asked again, hoping that this girl would give him a better answer than the one Anna had given him.

"Well I'm Nurse." She said.

"Wait, your name is Nurse?"

"Yes." She smiled.

"Oh. Okay then."

"And as for where you are," She paused. "Well you're not really on earth."

"Then where am I?"

"Space."

Drew looked at her then laughed. "No seriously. Where am I?"

Nurse smiled. "Seriously. You're in space, well, different from the you know just by looking up."

Drew stopped smiling and thought. "Why am I in space?"

Nurse nodded towards the door she just came through. "Follow me and I can tell you." She began walking, followed by Drew. They exited the room and saw multiple kids, teens, and young adults, all wearing variants to the black and white uniform Nurse wore. Some of them appared different, others looked completely normal. They were in a hallway the somewhat curved to the side as you strolled along it and on the side was a clear wall, showing the outside. Space. Billions of stars could be seen next to... Wherever they were. Above them was another story. Other teens could be seen flying above them on the higher floors.

"We live in an tragic dimension during a a tragic time." The girl said. "We are the Children of Tomorrow, created to rid the world of disease and evil."

"Yeah, I've been told." Drew said as he and Nurse followed the pathway. "What exactly are the Children of Tomorrow?"

"We are an advanced race of human beings. Most of us are gifted with some kind of special powers."

"So... You're mutants?" Drew asked.

"No. We are a higher form. Beyond the mutant x-gene." She told him. "For us, we are all gifted in some way."

"So that girl, Anna. She is special?"

"Yes. A little odd at times but special."

"What about you?"

"I have no special powers."

"Really? With a name like Nurse you'd think you'd have some sort of power."

"I am the City's only doctor. That's what makes me special."

"Doctor?" Drew looked at her. "You look fifteen."

"Sixteen." She corrected. "We, the Children, have evolved because we live in the City."

"What's the City?"

"The thing your standing on now. Our massive home. In the City, time goes by at a more complicted rate than in your time. It has been what allowed us to evolve into what we are now." She explained. "And we have access to some of the most advanced technology to date. Technology that can bypass and erase the strongest drugs and hallucinogens. You'll find that you can use your powers now."

Drew looked to his hand and let an arc of his bio-plasma energy dance across his fingers. "Awesome." He smiled.

The two came to a dead end. Nurse stood in a blue circle on the ground. She looked to Drew. "Well? Come on." She smiled. Drew stepped into the circle with her and they slowly levitated into the air.

"You said you were created. Created by who?"

"We were created by Kang just before his death at the hands of Norman Osborn. We exist just outside of your galaxy and you'd find that-."

"Woah, woah, woah." Drew interrupted. "Kang? As in the Conqueror? You do know he was the bad guy right?"

"Operative word being was. He created us to save the world. In fact, our leader is his son." She noted. "Kang created most of us but a few here are strays we've picked up along the way. Like you."

The elevator stopped. "Which reminds me. Why am I here?"

"You needed help. So we helped you." Drew looked up to see Anita, Celeste and the red headed girl that saved him earlier. "We are the good guys." Anita said.

_'And we'd like to extend to you our hand so that you too, Drew, can become one of us. A Child of Tomorrow.' _Drew heard in his head. He looked at Celeste who gave him a beautiful smile.

"Celeste dear," They all looked up to see a fellow teenager floating above them. He looked normal. Jet black hair and brown eyes. His uniform however, was different. Where the others suits were white, his were black and where they were black, his were white. "We don't want to mind rape the brain of the new kid yet, do we?" He landed on the ground and wrapped his arm around Celeste who kissed him on the cheek.

"No, I suppose not." She responded.

"Drew. Welcome to the City." He greeted. "I am the Marker, or Nathaniel if you want to be less formal." He smiled then turned to the women to his side. "You've already met my girlfriend Celeste, the City's doctor, Nurse, my sister Anita, and Jennifer." Drew looked to them all and studied them. "I trust that Nurse has bored you enough with our backstory." He smiled.

"Uh yeah. I think so."

Nathaniel turned to a large holographic computer screen. "I'm not going to waste time with a speech or anything but we would like for you to join us in our cause to save the planet. Maybe even the universe."

"Um. Why?" Drew asked. "I mean, I'm not exactly a-."

"We extend the offer to all gifted children we see in need. Not just the ones born in the City." Nathaniel nodded to his girlfriend. "Celeste is a mutant I found when I visited the remains of the X-Mansion. Anita may be my sister but she wasn't born in the City like me. You are no different. You're gifted and that's all we need."

"What about my friends?" He asked. "Jay, Alex, the other Avenger kids?"

"They don't have a role in our plan."

"And I do?"

"You do."

"What exactly is that role?"

"I don't really like giving out my plans to people I can't fully trust." Drew looked out into space, contemplating the offer. Nathaniel wrapped his arm around Drew's shoulder. "Look, I know it's a lot on you right now. So why don't you go around the City, get to know the other Children then you can come back and make your choice." He said. "If you want to go back home, we can send you back. If you want to stay, you are more than welcome to."

Drew sighed. "Yeah. I guess I could stick around for a while. Just until I make up my mind."

"Great." Nathan turned to the others. "Jennifer, do you mind showing Drew around the City?" He asked her.

The red head nodded. "Sure thing. Lets go." She began walking towards the door, followed by Drew.

"I think you're really going to like it here." Nathaniel said.

**-Resistance Base; 3:31 PM-**

For hours, Alex and his team have been sitting outside the infirmary, waiting to hear something about Cynthia and Ben. Emilia had rested her head on Damian's shoulder and Alex had been staring at the ground in deep thought the entire time.

Every heart in the sitting area skipped a beat when the door opened. Out stepped Henry Pym and the girl called Peace.

Everyone stood up and made a semi circle around the two. "Are our friends going to be okay?" Seren asked before anyone else could form the words.

"Ben is perfectly fine." Henry reported. "He was pretty bruised up but thanks to Peace's healing powers and his own healing factor, he'll be okay."

"What about Cindy?" Alex asked.

"She's okay too. He said. "I had to modify her broken arc reactor. But she's sleeping now. They both are." The door opened behind them revealing Ben wearing nothing but black sweat pants. Almost his entire chest and stomach was bandaged along with his wrist and forehead. "Or they were."

Ben leaned heavily on the doorway. "What? No roses or 'Get Well Soon' cards?"

"Ben!" Seren moved passed the two and wrapped the boy in her arms tightly. "I'm so happy you're okay." She lifted him into the air.

"Uh. Thanks Seren."

The other four moved towards Ben. "I have to admit, you're just annoying enough to miss." Jay said, trying his best to come off emotionless.

"Aw." Ben said, smiling. "See? You can show emotions every once and a while."

Jay folded his arms. "Nevermind. I take it back."

"No, no, no. No takebacks."

"Did you see Cindy?" Emilia asked Ben.

"Yeah, I did."

"How was she?" Alex asked.

"She was sleeping." Ben told them. "She had this huge bandage over her reactor thingy. But she looked fine."

"Good." Alex huffed.

"I don't suggest you stay here again and wait for her." Peace said. "It'll be a few more hours before she wakes up."

"Yeah. You guys should walk around the base, you know, get yourselves aquainted with the people around here." Henry said. "Speaking of aquaintances, I'm Henry Pym Jr. I'm an Avengeer kid too if you hadn't guessed. Son of the Giant-Man and the Wasp. Around here I go by the codename Honet." He chuckled a little. "Not to mention world class engineer, inventor, biochemist, and-."

"Okay, Hank." Peace interrupted. "They get it." She smiled before turning back to the group. "I'm Yuri Howlett. Peace is my codename. I'm the daughter of the X-Man Wolverine. I'm also the Resistance doctor. Well. I'm the only doctor we have."

"Yeah. Welcome to our base. The former HQ of the mighty Fantastic Four." Henry said.

"That's where I knew the address from." Jay stated. You're based underneath the Baxter Building."

Yuri shrugged. "What's left of it anyways."

"Please," Henry took off his lab coat and slung it over his shoulder and pulled his goggles off of his eyes and hung them loosely around his neck. "Make yourselves at home. I have a date with a genetically enhanced ant." He laughed. "See you guys later."

Yuri looked at the group. "He's... he's a weird guy. He drinks. A lot. Bad for his liver." She turned back to the infirmary. "I'd better stay with your friend. Make sure she's okay." She opened the door. "I'll call you when she's up."

"Thanks." Alex said. He turned to the others. "Well... You heard them." He ran his hand through his hair. "I guess we just... Walk around."

"Yeah. Right." Jay unfolded his arms. "I'm hungry as hell right now so I'm gonna go find a kitchen." He began to leave.

Ben's stomach growled. "Ugh. For once, tall, dark, and scary is right. I'm going with him." Ben followed.

"I'm going to find the shower room." Seren said. "And maybe polish my sword." She walked off.

"I'm gonna go... Look around or something." Damian began to make his way down the hall.

"Can I come?" Emilia asked.

"Uh. Well I kinda do things like these by myself. Alone."

"Oh. Sure." Emilia looked a little disappointed. She turned around. "Hey Seren!" She called. "Wait up!" She ran after the asgardian.

Alex stood there, all alone. "Oh yeah, don't worry about me you guys. It's not like I need to spend time with anyone." He put his hands in his pockets and walked off.

**-Queens, New York-**

"Bullseye come in." A voice began through the marksman's com link. He tapped it.

"This is Bullseye. Go."

"Are you in position?"

"Right where you said I should be." Bullseye was sitting at the window of an apartment building with a sniper aimed at an opposite apartment complex. His hand had been healed and was no longer bandaged. "How do we know he's even in there?"

On the rooftop of the same apartment building Bullseye was in stood Crossbones. Shortly after his defeat at the hands of the children, he was sent to this location where his next mission awaited. He carried an assault rifle in his hands and had his hand to his com. "I don't question the boss upstairs. Our intel says that a man in red and black asked everyone who lives on the street if they had a..." He sighed. "A chimichanga."

"Oh yeah. That's him."

"They said he went into that building. If you see him, fire the tranq darts at him." Crossbones commanded.

"And you go in and empty the clip of adamantium rounds into his skull, right?" Bullseye finished.

"Right. Shouldn't be too much trouble as long as we keep our distance."

The coms began to break up and static was heard but it began to clear up. "Don't forget the element of surprise." A third voice came in. "Geez, you guys are the cliche of over talkative comic book villains, aren't you?"

"Deadpool." Crossbones gritted his teeth.

"How the hell did you-?"

"I know people Bullseye." Deadpool responded. "And by know people, I mean I know technology. And by know technology, I mean communication signals tech. And by-."

"Shut up!" Bullseye shouted. "We get it!" He grabbed the sniper rifle and began to peer through the windows, looking for Deadpool. "Where are you, you damn coward?"

As Bullseye scanned the building, Crossbones did the same. "Don't let him get to you, Bullseye."

Bullseye glanced into each window, checking for Deadpool. That was when he spotted the merc waving at him with a cellphone to his ear. "Cocky prick." Bullseye noted before pulling the trigger.

The tranquilizer crashed through the glass but unexpectantly hit the floor. Bullseye checked his scope to find Deadpool gone. "What the-?"

"Did you get him?" Crossbones asked on the com.

"No. I... I missed." Saying the words made the Thunderbolts stomach churn. He began looking through the scope again.

Behind him the merc with the mouth sat, looking at him. He took the moment of Bullseye's distraction to teleport into the room. He slowly stood from the sofa and retrieved his katanna blade. Deadpool rose it above his head and was about to lower it into the villains back until he noticed the wide array of weaponry Bullseye had on the shelves of the apartment. His eyes lit up like christmas lights as he sheathed his sword and picked up an advanced looking sniper rifle. He starred at Bullseye as he clipped the large gun onto his back and another assault rifle onto the back of his belt along with a few pistols.

Deadpool began to laugh. "You are freakin' deaf aren't you?"

Bullseye immediately spun around, firing several tranq darts into Deadpool's chest. The merc looked down at his chest and pulled the dozen darts out of him.

"On a scale of 1 to 10, how much did you think that would work?" He unsheathed his katanna. "1 being the worst and 10 being the best. If I were you," He began stepping towards the somewhat frightened Thunderbolt. "I'd be in the negatives."

Crossbones tapped his com. "Bullseye," He called. "You got anything yet?" No response. "Bullseye? You read me?" Still to answer. "Damn." Crossbones grabbed a pistol with a hook at the end and shot it at an open pipe, clinging the hook to it. He then clipped the pistol to his belt and jumped from the edge. Crossbones tightened his grip on the cable and caused him to stop falling at his desired floor. Crossbones crashed through the window and immediatley drew his rifle.

His eyes widened when he saw Bullseye with two katanna swords impailing each of his hands into the wall and all of the weapons and equiptment he had gone with a single 'IOU' message on the door of the apartment, marked with Deadpool's emblem. Crossbones grabbed the peice of paper and read it.

_Deadpool: 'IOU. P.S. Not really. P.S.S. I'm serious. Chances are you're not getting any of the stuff I took back. P.S.S.S. When Bullseye wakes up, tell him I said thanks for the chimichanga money. P.S.S.S.S He's not getting that money back either._

Crossbones sighed and kneeled down to the unconscious Bullseye, checking his pulse. Then he tapped his com twice. "Tell Osborn, Deadpool rabbited. And now he's extremely armed and dangerous."

**-The Resistance Base-**

Alex struck a punching bag with such force it sounded like a gunshot had sounded off. Rogers had found the gym of the Resistance base and has been using the punching bag to think. He had taken off his shield and jacket and left them in the corner of the dimly lit room. The more Alex hit the punching bag the more Alex grew in aggression. The ativity helped him to think.

_'It was my fault.' _He thought._ 'I am the leader and I let my team down. Cindy could have died on my watch. Her blood would be on my hands. We got lucky this time. Next time... We might not be so lucky. What kind of leader am I? Hell, that wasn't even leading! It was more like flailing angrily.'_ He gritted his teeth as the impact on the bag grew stronger._ 'Who was I kidding? How the hell could I be a leader? The only human contact I've had for the past few years has been punching people in the face!' _He was about to strike the bag again but stopped just before he hit, knowing he would have done serious damage to the target.

Alex sighed. He grabbed a towel and wiped his face. He heard a rustle behind him and spun around.

"That's a load of bull. I was lookin' forward to see you bust through that bag." He heard a deep and gruffled voice say. "You got talent kid, I'll give ya dat."

Alex narrowed his eyes to try and see past thed darkness of the corner the voice came from. All he could make out was a large silhouette. "Um... Thanks."

He could hear whoever was sitting there stand up and begin to walk into the light. His footsteps were heavy and nearly made the room shake. Finally, it was clear to Alex who he was talking to. He was seven feet tall and was rock hard. Literally. Alex Rogers was talking to the Thing.

"Woah." Alex whispered as he stared up in awe at the man in front of him.

"Go ahead." Ben Grimm said. "That's a common reaction. I get from ya newbies."

"No." Alex shook himself from his daze. "No, sir. That's not what I meant." Alex put the towel down. "It's just..." He smiled. "You're the Thing!"

"I **was **the Thing. Now I'm just your ever lovin' blue eyed Ben Grimm." He corrected.

"Yes sir." Alex extended his hand. "Alex Rogers. It's a pleasure to meet you Mr. Grimm."

The Thing shook Alex's hand. "Rogers?" He glanced at the shield laying on the ground. "As in-?"

"Captain America is my dad, yeah." Alex stated.

"Yeah." Ben moved towards the wall of the gym. "You look like 'im. And your mom too."

"You knew my mom?" Alex asked.

"Yeah. Sharon... Carter, I think it was. She was a sweetheart."

"Oh." Alex cleared his throat. "Are you a part of the Resistance?" He asked.

"Me? Nah."

"What?" Alex sat down on the bench across from Ben. "Why? With someone like you fighting with us it could give us an edge or-."

"Woah! Kid." Ben stopped him. "I may not lookit, but I'm over fifty years old."

"Yeah? And?" Alex blurted out. Ben looked down at him. Alex lowered his head. "Sir, with all due respect, It doesn't matter how old you are. You were a member of the Fantastic Four and the Avengers. Someone like you shouldn't just quit."

"Well, 'with all due respect,'" Ben mimicked. "I watched fight no more. I made a promise to a friend years ago."

"A promise not to fight?"

"No. A promise to protect."

**-18 Years Ago; Baxter Building-**

"Yes, Captain America I know the meeting point. I'll bring my team." Reed Richards had stretched his entire body around his lab, deleting files from his computers, destroying expirements, all while talking on the phone to Captain America.

A few hours ago, Norman Osborn gave Dr. Doom permission to attack the Baxter Building. He had waged war on the entire superhero population. The Four were just the last to be targeted. Reed was taking every precaution to make sure Victor von Doom did not gain access to any of the Building's files and had evacuated the occupants of the building.

"Reed," The Human Torch flew next to his team mate. "What's the big deal? We've beaten Dr. Doofus before. We can do it again."

"This times different Johnny. He has Osborn on his side." Reed explained.

"So what are we gonna do? Sit here an' wait for them?" The Thing asked.

Susan Storm stood with her children Valeria and Franklin. "Reed, we really should get to the location Cap sent us."

"I can't let Victor get his hands on my research. I'm deleting as fast as I can."

"Well, hurry it up Stretch." The Thing said.

"You all can go without me. I'll catch up.

"We are not leaving you Reed." Sue stated. "Just hurry up, okay?"

"Ben," Reed turned to his best friend. "Can I talk to you for a minute?" Reed unstretched his body and walked out of the lab, followed by Ben.

"What's up Reed? You look spooked."

"Where's Alicia and your sons?" Reed asked.

"Hiding out back at the old apartment. Why?"

Reed sighed. "If this doesn't work... Cap's rebellion. If I die, if Sue dies-."

"Reed don't talk like-."

Reed held up a finger. "If we die, I need you to promise that you'll take care of Franklin and Valeria."

"Of course Reed. I mean, what kinda godfather would I be if I didn't?" Ben shrugged.

Reed put his hand on Ben's shoulder. "Thank you."

A red light began to flash. "Doctor Richards!" H.E.R.B.I.E., the buildings A.I. said. "We have multiple incoming jets arriving."

**-Present-**

"And that's when everything went straight ta hell." Ben looked down in sadness.

Alex felt his sorrow. "I'm sorry." He apologized. "I didn't know."

"You're alright kid." Ben smiled. "I rarely ever get anyone to talk to around this dump."

"So what happened next?" Alex asked.

"What do you think? Reed an' me were the only two members of the team left. Susie and Johnny weren't so lucky. I grabbed Franklin and Valeria and left like Reed told me to and he went off to fight with Cap. But in the fight, Valeria got hit. She slipped from my hands and ran back to her mom. She was hit by Doom." He said.

"Did she die?"

"No. Just comatosed." Alex remembered the blonde girl he saw in the infirmary. Maybe that was her? Ben continued his story. "I took my boys, Alicia, and those two somewhere safe. The X-Mansion. The X-Men had left that place a while ago and it hadn't even been touched by Osborn. We camped out there for a few years until..." He took a deep breath. "Alicia, my wife, she uh... She died."

"I... I'm so-." Alex began.

"Kid, if you say you're sorry again, I'm gonna punch you." He said before chuckling. "It's okay. She died of natural causes." He nudged Alex. "Anyway, we burried her in the X-Mansion's rose garden." He smiled, thinking of the warm memories of his wife. "She woulda wanted that." Alex smiled as well. "Then Franklin got old enough to get curious and dragged our asses back here. Franky wanted revenge. He wanted to pay Osborn back. So he built this secret compound underneath the Baxter and started a new Resistance. And... Here we are." Alex took in all the information he had just recieved. "So," Ben stood up. "To answer your question, I don't fight because I promised my best pal that I'd watch his kids 'til my last breath. So I'm gonna make that breath hold out a little longer."

Alex smiled. "Well, if there was any reason not to fight, I'd say that have to be a good one."

"Yeah." Ben opened a large locker that held a lot more punching bags. Ben grabbed a few. "So, you an' the punchin' bag," He started. "What were ya thinkin'?"

Alex stood as well. "Excuse me?"

"No one gets that angry at a punching bag for no reason. You were thinkin' about somethin'."

"Oh yeah. Just... You know, just working out some stress."

"Huh. Well you want my advice?" Alex nodded. "When you punch, don't hold back. I saw you pullin' your punches and if that were a real fight, you'da been creamed."

Alex noticed the punching bags Ben had grabbed and slung over his shoulder. "I don't think those bags will give you much of a challenge." Alex grinned.

"What?" He looked to Alex then back to th bags. "Oh these? These aren't for me. Mine is over there." Ben pointed to a metal tube with multiple dents and was barely hanging onto the chain that held it to the cieling.

"Oh." Alex muttered.

"These are for you." Ben took one of the bags from his shoulder and hung it next to the one Alex had been working his aggression out on.

"For me? I have one. Thank you but no thanks."

"You won't have one when I'm done with ya." Ben put another bag next to the one he just put up and then another. "You just gotta let loose. When you vent to the bag, you hit it with everything. That's the point of venting." He smiled. Alex was about to speak but was interrupted. "Before you say anything, hit the bag. With everything you got."

He gently nudged Alex towards the bag. The blond looked at the larger man behind him then to the bag. Alex reared a fist back before launching it at the punching bag. It made contact and caused the bag to swing back and forth.

Alex turned back to Ben and shrugged.

"That was everything you got?" Ben asked. "When I say everything you got, I mean it kid. Look, in my old days in the FF I struggled with it too. I held back for people I didn't need to hold back on. But could you imagine what woulda happened to me if I had held back on the Hulk? I woulda been a pile of orange dust." He laughed, along with Alex. "But the problem was... I was only fightin' cause I was angry. Angry that I got turned into the Thing. But now I fight because it's the right thing to do. Don't hit cause you're angry kid. Hit beause you need to." He nodded at Alex. "Now," Ben pointed to the same punching bag. "Punch it."

Alex turned to the bag and immediately aimed a fist at it. The hit connected and his fist went through the material of the bag, causing sand to pour out of the opening. Alex pulled his fist out.

"No that's what I'm talking about!" Ben laughed. "Now the next one."

Alex smiled and punched the second bag. This time it snapped off its chain and fell to the ground. He moved to the last one and prepared to punch it. The boy let out a type of shout before striking it. The punching bag snapped off the chain again but rammed into the wall behind it, creating a crater.

Alex looked at Ben again who was clapping. "I am one helluva coach." He smiled. "You want a soda or somethin'?"

. . . . .

Emilia and Seren had just stepped out of the large women's shower of the Resistance. They wrapped towels around their bodies and walked into the locker room where they had stored their clothes.

"Ugh." Emilia started. "That had to be the coldest shower I've ever taken."

"I'm used to cold showers." Seren smiled. "Why couldn't you just make the water warmer?" She asked.

Emilia paused for a second. "I couldn't stay focused. I have a lot on my mind. No focus, it becomes that much harder to use my powers."

"Something you want to talk about?" Seren opened the locker she placed her armored clothes in.

"Oh, I don't want to bore you." Emilia sat on the ground.

"Please," Seren laughed a little. "I got a lot of venting back home. Nothing can relate to the problems of an Asgardian." She smiled.

"It's just I'm worried about Cindy and... Other things." In her mind, Emilia thought about the words of the Ancient One._ "If you are going to be a part of this team, you can't keep secrets from them."_ Emilia took a deep breath she stood from the floor and looked at Seren who had taken off her towel and began putting on her armor. "Seren, can I trust you? I mean, really trust you?"

Seren stopped dressing to face Emilia. "Of course you can."

"Okay, I've been doing some thinking as to why Osborn wanted me so bad. Why he singled me out. And I have a pretty good idea. Seren, I'm-."

She stopped when she heard the door to the locker room open. There were footsteps and the woman who made them came around the corner. Milly, one of the people who had rescued them. She still had her sunglasses on. Milly stopped walking when she noticed the two inside.

"Oh. Am I.. Uh..." She pointed to Seren who had no shirt on. "Interrupting anything?"

"Oh, what?" Seren grabbed her t-shirt and pulled it on. "No, We're just getting dressed."

"Yeah, I know." Milly smiled and approached the two. "I'm joking."

Seren looked to Emilia awkwardly before looking back to Milly. "So, Milly, we don't know a lot about you."

"Yeah, are you an Avengers kid?" Emilia added.

"Yep." Milly began undressing to get in the shower. "Well, technically my dad wasn't an Avenger. Honorary member. And my mom was never an Avenger."

"Who were your parents?"

"Daredevil and Elektra. The classic duo." Milly Murdock answered.

"Woah." Emilia smiled. "Does that mean you're blind like him?" She motioned to her shades.

"No." Milly took off the shades to reveal her black eyes. "I'm deaf. I wear the shades as a type of tribute to my dad."

Seren and Emilia exchanged confused glances. "You're.. Deaf? As in you can't hear?"

"Yep."

"Then how can you hear us now?"

"I can see sounds."

"You can see... Sound? How?" Emilia asked.

"It's really hard to explain. Sometimes I can't even decipher it. I mostly read lips and with enhanced vision it makes it really easy, you know?"

Emilia chuckled. "Not really, no."

"I don't blame you. Franklin was the only person who really understood it." Milly pulled her hair from the ponytail it was currently in and let it flow down her back. "He had a way of getting into my head."

"I'm guessing you and Franklin... Were an item?" Emilia asked, as Seren slid on her boots.

"Yeah. For almost a year. I ended it a while ago."

"You mind us asking why?"

"We had... Other interests."

"As in...?" Emilia started.

"He just... Changed." Milly looked at both Seren and Emilia. "He just became someone else who I didn't really know anymore. Ironically, he was the one to break it off."

"I'm sorry." Seren said now fully clothed.

"Well, there are plenty more men in the sea, right?" She smiled as she walked towards the showers. Milly grabbed a towel and wrapped it around her body. "Can we continue this conversation another time? I really need a shower."

"Sure." Seren said before the girl walked into the shower part of the locker room, dropping the towel on the ground. Seren turned to Emilia who sill had her towel over her. "Um Em? Are you getting dressed?" She asked the girl.

"Oh yeah. I was waiting for you." The girl snapped her fingers and in a second was wearing a black hoodie and jeans. Her black hair also had white highlights around the tips.

"No cloak?" Seren smiled, heading towards the door.

"Just something I learned from Cindy." Emilia followed her.

The two exited the locker room and began walking down a somewhat wide hallway with other Resistance members going through it. "So Emilia," Seren started. "What were you saying earlier?"

"Oh, right." Emilia looked down at her feet. "Well-."

"Hey!" The two girls turned around to see Damian walking towards them. He held an old looking book in his hand.

"Oh. Hey Damian." Seren stopped walking to let him catch up with them. "Where've you been?" She asked.

"Around." He said simply. He noticed Emilia's new look. "Nice hair." He complimented.

The girl smiled. "Thanks."

"I found this in one of the rooms." He handed Emilia the book he had. "It might be something you're interested in. Or not."

Emilia took the book and looked at the plain leather blue cover. She opened it to the first page where ir read: _Guide to the Wiccan, Notes by Billy Kaplan._ Seren looked at the book.

"Who is Billy Kaplan?" The asgardian warrior asked.

"He was the Young Avenger, Wiccan." Damian answered. "And apparently he kept a journal. I thought it might be more of use to you than anyone else here." He said to Emilia.

"Thanks." The sorceress smiled.

The three eventually came to the kitchen where they found Ben Parker enjoying a bowl of microwave ramen noodles and Jay Cage eating a sandwich. They both sat at the table in the small excuse for a kitchen which was only a wooden table with four unmatching chairs, a small sink, and a fridge. No wonder everyone else was eating in the hallways.

Ben looked over to see Damian, Emilia, and Seren. "Hey guys," He smiled. "Who am I?" He stood up and gave the group a thumbs up, carring his bowl of noodles in his other hand. "Believe it!" He said. The group stood and looked at him with blank stares on their faces. Damian walked past him, totally ignoring his pathetic joke. "Because, you know, the show... Naruto? He eats ramen and says..." He sat down. "Nevermind."

"Yeah," Jay finished his snadwich. "I didn't laugh when he did it to me either."

"Yeah that's because you have no sense of humor."

Seren took a seat next to Ben while Emilia took the one next to Jay. "Have you guys seen Alex?" Damian asked them.

Before anyone could say anything, they heard a response. "He's in the gym." The five turned to see a boy around their age standing in the doorway. "I just saw him over there. Guy has a hell of a right hook."

Ben stood up and moved closer towards the boy. "Don't I know you?" He asked? "You look famliar."

"I'm Sam Jones." He responded. "I was one of the people you rescued from the Vault."

"Oh yeah!" Ben smiled. "I remember you. Glad to see you made it here safely."

"Yeah. I'm glad to see you looking five time better than you did when I last saw you." The two shook hands.

"You should have seen me an hour ago." Ben commented. "So you're a part of the Resistance?" Ben asked him.

"Card carrying member." He smiled. "I'm an observation officer."

"That sounds exhausting." Ben moved to sit back in his seat.

"So Sam," Jay started. "How did you get involved with the Resistance?"

Sam grabbed a soda from the small refridgerator. He shrugged. "I guess you could say it's in my blood. My dad was Rick Jones."

The children stared at him blankly as a moment of silence went by. "Okay." Ben said. "I give up. Who's that?"

"You guys seriously don't know who Rick Jones is?" Sam asked.

"Wait!" Ben smiled. "Wasn't he a rapper?"

"That was Rick James." Jay corrected.

"Oh." Ben sunk back into his seat. "Then no, I don't know him."

"Rick Jones was the guy who kept the Avengers together." Sam explained. "He convinced them to be a team. Hell, in a way he was a founding member."

"That's not what history books say." Damian leaned on the wall, away from the table.

"The history books are crap." Sam opened the bottle of soda and took a long drink. "Well, I can't blame you. My dad wasn't exactly a person you'd remember. Anyways, he was a member of Cap's Resistance and..." He thought for a while. "You know what happened to them. I grew up on the streets, alone. Like most people here. But as soon as I heard there was another Resistance forming, I had to join."

"I understand." Seren said. "Honoring your family. Noble."

"Yep. Been a member for about eight years now. I honestly don't know what I'd be doing if I wasn't apart of this." He inhaled deeply for a moment. "What about you guys? Are you all going to join the Resistnace?"

"I don't see why we shouldn't." Emilia said. "We came all this way to meet up with you guys."

"Not many of us have anywhere else to go." Jay added. "Staying here would make sense."

"Well I think it'd be great to have you guys stay." Sam said. "Having more kids with powers on the team would definitely give us the edge we need over Osborn."

Damian crossed his arms. "Maybe."

**-The City-**

Drew walked down a quiet corridor with his guide Jennifer. They walked in silence since leaving Nathaniel's tower. He took the oppurtunity to think over all he had learned today. About the City, the Children of Tomorrow, and the sights there were to see from the massive space station.

"So." Drew looked to the girl. "Do you have a real name?" She asked. "I mean, your mother's name was Jessica Drew."

"Um," He rubbed his head. "I never really had one. I just called myself Drew."

"You never wanted a real name?"

"I never needed a real name. I guess my mom died before giving me one so I just went with her last name. Drew." He explained.

"Oh. It suits you."

Drew grinned bashfully. "So how'd you get involved with these guys?" He asked.

"I grew up here. I came from earth after I was saved by Nathan." She told him.

"Do you have any special powers?"

"I'm a mutant, so yes." She answered. _'I have telepathy and telekinesis.' _Drew heard her thoughts in his head.

"Oh, so you're like Celeste?" Drew asked.

"No. Celeste is on a much higher level than me. At this point, I can just read minds and talk in your head. She can do so much more with her powers, it's not even funny." She told him. "And as far as my telekinesis," She paused. "I don't know. I don't really test it that much. I don't have a reason to."

"The earth being ruled by several maniacal tyrants sounds like a reason to." Drew said rather coldly.

"I tend to leave that kind of stuff to Nathan."

"Why are you guys just now making a move against Osborn? This has been going on for almost twenty years."

"Again, ask Nathan. He is the guy who makes all the moves and calls all of the shots. No one questions his decisions. Everything he does have a reason."

"Do you know his big master plan?" Drew asked her.

"No, I don't."

"Why don't you read his mind and find out?"

"I can't betray the trust of the man who took me in, Drew." Jennifer responded. "Besides, Celeste would kill me." She smiled, causing Drew to chuckle.

Before Drew could say anything else, Jennifer stopped in front of a door. "Here's where you'll be staying. Well, that is, if you decide to stay with us." She opened the door to reveal an all white room almost like the infirmary he woke up in just a little smaller. There was a bed and a desk in the opening and a door leding into a personal restroom. There was a closet next to the desk that had multiple black and white outfits hanging there.

"Thanks." Drew walked into the room. Jennifer was about to close the door but Drew turned back around to her. "Hey," He sleared his throat. "Can I ask you something?"

"Shoot."

"Can you give me one good reason to stay here?" He asked her.

Jennifer thought for a second. "Let me counter that with a question. Do you really want to make use of your powers other than beating up punks in prison? There's so much more to you than you think, Drew. There's a reason Nathan wants you here. Even if you don't see it yet." She said. "You can leave or you can stay here. No one will hold your decision against you, but I'll be a little disappointed." With that, she smiled and walked away.

The door closed in front of Drew as he thought about what she had said. He moved to the bed and sat down on the edge. He turned his arm to see the spider insignia. "What would mom do?" He asked himself. Drew looked to the closet and one of the uniforms caught his eye. He smiled. And moved to pick it up, admiring it. "I'll just try it on."

**-Resistance Base-**

Alex took a drink from his soda can as Ben Grimm crummbled his twelth one and threw it into the nearby crash can.

The former superhero burped loudly. "Sorry 'bout that." He apologized.

Alex chuckled. "It's fine."

There were footsteps by the door leading to the rest of the base. It opened to reveal Franklin. He looked at the two. "Alex, I had a feeling you'd be in here. Can I talk to you for a second?"

"Sure thing." Alex looked to Ben who stood up and began walking towards the door.

"I know when a secret's comin.'" He smiled at Franklin. "I'll be in my room."

"What else is new?" Franklin joked.

Alex grabbed his shield, slung his jacket over his shoulder, and moved towards the door. "What's up?" He asked Franklin.

"I just got a tip from one of my moles on the inside of Osborn's operation that a huge shipment of Von Doom's weapons are arriving on the docks tonight." He told him. "I want you on the black ops team to make sure Osborn gets none of those weapons."

Alex thought. "Sure, I'll go tell my team and we'll be ready to-."

"No. It's called black ops for a reason. We don't want fifty freakin' people on a mission like this. I want you and your archer on this one."

"Damian? Why him?"

"I'm guessing he has expirience in this sort of thing. So. You in?"

"Yeah."

"Good. We'll be out in about an hour. Get your stuff together and meet me at the hanger." Franklin walked away.

"Wait! I don't know where the hanger is!"

"Azari will show you." Franklin shouted back.

"Azari?" Just then, Alex turned around to see the same boy who had saved him in his fight with Crossbones. The boy in the black cat suit. Only this time his mask was off, revealing his face.

"Pleasure to meet you." The boy said in a deep african accent. "I'm Azari Monroe."

"Let me guess. Son of the Black Panther?" Alex said, shaking his hand.

"And the X-Man Storm." Azari added. "I will be your guide until we leave for the mission."

"You're going too?" Alex asked him.

"Indeed. I am always involved in the black ops missions."

"Gee, I wonder why." Alex smiled.

"Was that sarcasm?" Azari asked him as they walked down the hallway.

. . . . .

Milly Murdock had just stepped out of the girls shower room and was proceeding to walk down the hallway. She had a lot on her mind. The most urgent were the new kids joining them. Franklin had told her to keep an eye on them. These new kids have been causing all kinds of trouble for both Osborn and th Resistance. Any group of kids who can break out of the Vault would be powerfully allies; allies the Resistence needed.

The second was the fact that today was the third anniversary of the day she joined the Reistance. It wouldn't be such a big deal if she hadn't have been thinking about it all day long. Milinda "Milly" Murdock grew up alone, like most kids now, and found food for herself. When the Resistance first started, she had no intentions of joining, but she was made a target of the Thunderbolts. She was beaten brutally and was surely going to die until she was saved by Franklin and the Grimm brothers. After that, she decided to stay on the team permanently.

Ever since she and Franaklin had broken up, she has become a lot more antisocial. She rarely ever talks to anyone and mostly sits in her room and reads her books. But recently, Franklin has had the Resistance on countless missions the past few months. Milly hoped that with these new kids on their side, she'd have more "me time."

The girl stopped in her tracks when she sensed a lot of laughter and sound coming from the kitchen. She rounded the corner and saw the new kids all laughing and getting along with Sam Jones who seemed to be at the center of attention. Milly thought back to when that used to be her. She missed when the Resistance would have moments like that. She let a smile creep onto her face at the memories.

"And then I told him-." Sam stopped telling his story when he noticed Milly standing in the entreway. "Oh, hey there Milly." He said. "Guys, this is Milinda Murdock. Our very own lady without fear and the daughter of Daredevil and Elektra." He introduced.

"We've met." Seren smiled.

Milly slapped the back of Sam's head. "Milly. Not Milinda."

"Duly noted." Sam said rubbing his head.

"So you guys have how many super powered members?" Damian asked.

"Including me? Five. Franklin, Azari, Peace, Pym, and myself. Well, those are all the ones who are active anyways." Milly told them.

"Wait," Ben started. "Who is Azari?"

"Me." Ben turned around quickly to see the boy in the black suit standing behind him. Ben immediately fell to the ground in surprise. The teens around him began laughing. Ben picked himself off of the ground.

"He was not there before!" Ben shouted, pointing at Azari.

"I apologize." Azari stiffled a chuckle as Alex walked into the kitchen behind him.

"Yeah." Ben sat back down. "Ninja cat people jumping from ot of no where." He mumbled.

"Damian." Alex called to the archer. "Can I talk to you?"

"Sure." He began to leave the kitchen.

"Milly." Azari said. "We have a mission."

The girl sighed and followed.

"A mission?" Ben stood up. "Without us?"

"It's stealth." Alex told him. "Limited number of people, as less noise as possible."

Ben was about to speak when he thought about him trying to be stealthy. "Okay, I guess you have a point."

"You all stay here." Alex told them as the four others began to leave. "We'll be back."

"Maybe." Damian added.

"Be safe, guys..." Emilia said but by the time she got it out, they was gone. She sighed and stood up. "I'm going to go practice my magic." She grabbed the book Damian had given her earlier and left.

The rest of the group sat in silence until Sam cleared his throat. "So." He gave a big smile. "Who's up for the tour?"

**-Resistance Hanger-**

"So do we even know what mission we're going on?" Damian asked Azari as they entered a room with a few small aircrafts in them.

"I assume Franklin will tell us on our way there." Azari said.

"You assume?"

"Sometimes he tells us, sometimes he won't." Milly explained. "He likes to keep us on our toes like that."

"Huh." Damian shoved his hands into his pockets. "Guy sounds a little unstable."

"You're one to talk." Milly responded.

Damian turned to the girl and his eyes met hers but his glare was blocked by her red shades.

"This one is our transportation." Azari pointed to the sleekest looking black jet. "The Blackbird 2.0."

On the top of the jet was a boy in a long sleeve shirt and baseball cap, covering his long black hair. He had a bunch of wires in his hands coming from an open panel on the top of the Blackbird.

"Grimm!" Milly called to the boy who responded with a wave.

"That's one of Ben Grimm's sons?" Alex asked Azari.

"Yes. I'd like to introduce you to Jason Grimm."

"Don't forget his better looking brother." The group looked towards the opening of the Blackbird to see another boy wearing a basketball jersey walkng towards them. "Azari, these the new kids everyone's been talking about?"

"Yes. Well, two of them at least." Azari stepped aside. "Alex, Damian, this is Rocky Grimm. Our pilot."

"The best damn pilot you'll ever have." Rocky shook the boys hands before turning to his twin brother who was closing the panel at the top of the Blackbird. "Jason! Saddle up! We're leaving."

"Aye aye Cap'n!" Jason jumped from the top of the jet and landed next to his brother. "Alright, we've got snow falling tonight." He told them. "I was adjusting the internal temperature and making sure the cloaking field would operate at fifty degrees. I'll be inside." He climbed into the jet.

"Yeah," Rocky looked to Alex and Damian. "My bro's a little antisocial."

"I know how that is." Alex looked to Damian who was to his far right, examining the jet. "Where's Franklin?"

"Ask and you shall receive." The group turned to see Franklin walking towards them, wearing his usual Fantastic Four jacket. He walked past them. "Lets go team." He smiled as he entered the Blackbird 2.0. "We've got a weapons base to destroy."

**-The City-**

Nathaniel sat in the same room he had been in when he met Drew earlier. He had dismissed the girls and was now working on his plan to save the world, typing on the holographic keyboard of his personal computer. In fact recently he rarely ever did anything else. He had a one tracked mind most of the time and that's what Celeste calls his one flaw. Most of the children in the City and his own sister thought he was obsessed. But Nathan knew the plan was too important to focus on anything else. Nathan was so close to saving the world but soon would come the most drastic mission and if he were to fail, there would be the most drastic of consequences. But he was prepared to take that chance. He promised he would.

However, his thought process was interrupted by footsteps. He at first thought it may have been Celeste but the steps were too heavy while hers were extremely petite and soft, almost moving in a rythmical sound.

He turned around and when he saw who the teenage boy standing in the doorway he smiled. He switched off his computer and folded his arms. "So does this mean you're going to join us?"

There in the entrance of the dome-shaped room, stood Drew but wearing one of the outfits left for him in the closet of his room. The suit was a majority of white with a large black spider insignia creating a unique pattern of black lines leading down his chest towards his arms and legs. His face was covered in a white full face mask with two narrow black one-sided lenses over his eyes. It fit him perfectly.

"Yeah." Drew answered. "I'm in."

"Good. Welcome to the Children of Tomorrow Drew. Or maybe better known by your new codename. Spider-Man."

**Next: Black Ops**

**A/N:**

**Yep. For you all who couldn't tell, Drew's new suit is identical to the costume Peter Parker wore in his Future Foundation days. I thought in this case and for what I have planned the costume fits.  
><strong> 


	10. Black Ops

Children of Tomorrow  
>Chapter 10: Black Ops<p>

**-The Blackbird 2.0; January 17; 7:36 PM-**

"Alright," Franklin took a seat in one of the chairs in the Blackbird 2.0 and looked at the four teenagers behind him sitting in similar seats. "We have -or had- an agent on the inside of Stane's weapon facility. His last message to us was that Dr. Doom sent an important weapons cache to Stane's factory for modification. Stane is supposed to go over them and send them back to Latveria in a few days but we're destroying those weapons tonight before Obidiah can even touch them." He explained.

"Why are we messing with Doom's crap?" Damian asked. "Aren't we supposed to be stopping Osborn? Doom hasn't made a move in years."

"Classical butterfly effect." Franklin

answered. "True, Doom hasn't really done anything lately but he still provides Osborn with a load of tech. Those robotic Guardsmen? Tech came from Latveria's Doombots."

"Still I have to agree with Damian." Alex said. "I don't think provoking Doom into waging a war against us is a good idea."

"Guys, no offense," Franklin started. "But we've been doing this a little longer than you have and I know how things like this work. Besides, we'll destroy the whole base, knocking both Osborn and Doom back a few steps."

Damian looked to Alex. "I don't know about this."

"Guys. Trust me. I've got this."

The two looked at Azari and Milly who nodded reassuringly. Alex sighed. "Alright if you say so."

Franklin turned back to the front of the jet where both Jason and Rocky Grimm piloted the jet. "We're about five minutes away chief." Rocky told them.

"Alright team. Get ready. We're approaching the dropzone."

**-The City- **

"And you're okay with the name Spider-Man?" Jennifer asked Drew as he sat beside her. He wore his black and white costume but without the mask.

The boy shrugged. "Sure. I mean, I'm sure as hell not going with Spider-Boy."

A few hours ago, Drew officially joined the Children of Tomorrow and had to sit in with the Brain, the smartest of the Children, while a file was created on him. After spending nearly an hour answering oddly specific instructions, he was taken to the cafeteria by Jennifer and was now sitting at a table with her. The cafeteria looked just like any other but of course, ecerything in it was white. The tables, the chairs, the doors, damn near everything.

"That'd be a terrible name." She smiled. "So what do you want to eat?" She asked him.

"Honestly? Anything would be fine."

"Alright." Jennifer turned to a girl walking by their table who wore an apron and had odd colored green hair. "Nessa, can you bring my friend here a seaweed wrapped sandwich?" Nessa smiled and turned back towards the door leading into the kitchen. Jennifer turned back to Drew with a grin on her face.

Drew rose an eyebrow. "You're not... Serious, are you?"

Jennifer began laughing. "No, I'm not."

Drew couldn't help but smile with the red head. "That's not funny."

"It kinda was." The laughter died down. "I telepathically told her to bring us burgers. You're going to love them. I hear they're better than the ones earth has... Or had."

"Cool." Drew looked around at the other children in the cafeteria. They all looked happy and peacefull. They laughed and smiled like they were having the time of their lives. Something Drew was not used to seeing at all. He had seen kids the same age as these die in the streets and in the Vault. Happiness was never something Drew could cope with. The only time he could remember being happy was him and Jay fighting side by side in the Vault. How could anyone be happy knowing what the world is like?

"Because most of them don't know." Jennifer said.

Drew turned to her. "What?"

"Most of the children here doesn't know what it's like outside of the City." She finished.

"Were you..." Drew started.

"We don't enjoy having to tell innocent nine year olds that the world is major shit on the outside." She said in somewhat of a whisper so the children around wouldn't here.

"But don't you think you should? I mean, you guys said that the Children are meant to save the world, right? How can they save the world if they don't even know what it's like?"

"Not all of us are meant to save the world, Drew. Only the first of us."

"And who are they?"

"The eldest of the Children. The ones who Kang specifically made to combat Osborn and his forces. Nathan and Anita are a part of that group. Celeste and I were inducted along with a few others. We were old enough to remember. The other mutants here are asked not to mention their time on earth around other kids." She explained. "Why would we want to disturb this utopia with what's happening on earth?"

Drew folded his arms.

Jennifer frowned. "Look, maybe you're just feeling a little... Envious becaue-."

"Envious? Me? Why would I be envious?" Drew asked, suddenly a little annoyed.

"Well... Lets take a look at your past. You grew up alone with no one to help you. Then you were imprisoned and basically left for dead. Where as these kids were taken in and sheltered."

Drew's features soften. She was absolutely right. He sighed. "What's your nickname? Therapist?"

Jennifer smiled. "I'm a people person." The two looked at each other for a few seconds before someone sat down next to Drew and another next to Jennifer.

"Are we interrupting anything?" Anita asked.

"Yeah!" Anna begun swinging her feet in her chair next to Jennifer. "Were we?"

Jennifer crossed her arms. "I guess not."

Drew smiled.

"Are you blushing?" Anita asked him.

**-Chelsea Peirs; 7:40 PM-**

The Blackbird hovered about thirty feet in the air. The bombay doors slowly slid open revealing Franklin standing at the very edge. He turned to the Grimm brothers. "Keep the jet in Chameleon mode and stay in touch. We'll need a quick extraction when this is over."

Rocky gave him a thumbs up and Jason nodded. Franklin looked to the others. "Alright, lets drop."

"Don't have to tell me twice." Milly fearlessly leapt out of the jet and plummeted towards the ground. Halfway down, she retrieved her retractable bo staff from her back and aimed it upwards. After clicking one of the buttons on the side, she fired a small grapple with a cable connected to it which stuck to the haul of the jet. The cable began to tighten, slowing down Milly's descent and she landed gracefully on the ground.

Damian rose an eyebrow. "Not bad."

Franklin nudged him. "Our very own lady without fear."

Azari jumped from the jet as well and grabbed on to Milly's cable and slid down. Alex made sure his shield has fastened safely on to his back before leaping as well, followed by Damian. Franklin stepped off of the jet and slowly levitated himself down. Once the group were on the ground, the ship rose further into the air before the Chameleon circuits were activated, rendering the ship invisible. It faded from sight and disappeared from sight.

Franklin turned towads the team. "Alright. We're officially on enemy grounds. I had Jason knock out the outside cameras so we have the element of surprise right now." He began walking towards a large factory warehouse.

"What's the game plan?" Alex asked, sliding his shield off of his back and onto his arm.

"Azari, you go in first. Clear a path but stay out of sight. Take out cameras, and any security you can then send us the signal to come in. Once we're in take point."

Azari nodded before pulling on his mask. He ran towards the warehouse and jumped onto the wall. Claws sprouted from the fingertips of his gloves, making him cling to wall. He began to flawlessly scale upwards and eventually reached the top.

"What about us?" Alex asked.

"We have two main objectives. Destroy Doom's weapons and steal the facility's secrets." He reached into his jacket pocket and retrieved a blue flashdrive. "Milly, Damian, you two will infiltrate Stane's office and get to his computer. Download every single file he has. I want to see everything. You'll have to g through the back for a quicker route inside. Remember to wait for Azari's signal."

Milly took the flashdrive and nodded. "Alright." She looked to Damian. "Lets go."

The two began to run off. "Milly wait." Franklin called. The two had a brief moment of silence before Milly nodded then looked to Damian. "C'mon."

Alex watched as the two ran off. "What will we be doing?"

Franklin grabbed a handful of small circular objects from his pocket. "We'll be blowing shit up."

**-Resistance Base; 7:56 PM-**

Cynthia Stark remembered. She remembered the day that her father and mother, Tony Stark and Pepper Potts died. She remembered Iron Man blasting his way through robots at Stark Towers with Pepper right behind him, carrying their daughter. She remembered getting to Stark's lab where her parents began arguing before her father stuck a needle in Cindy's arm, injecting the nanites into her body.

That's when the tower exploded.

Cindy's eyes slowly opened, looking up at the metal ceiling above her. She turned her head to see a young asian looking girl writing in a book then she looked to the other sie of the bed she laid in to see the back of an older boy drinking from a flask. Cindy tried to push herself up and immediately took a sharp breath but felt a pain in her chest. That's when she recalled being stabbed through the arc reactor before passing out. As she pulled her way up she moaned in a brief state of pain.

The girl in the room turned her head to Cynthia and quickly got up and began moving towards her. "Henry." she called to the boy

The boy turned around and placed his flask in the pocket of his lab coat. "Woah, woah, easy." He put his hand on Cindy's back, helping her up. Cindy tried to move off of the bed. "Uh... I don't think that's a good idea." Henry warned.

Cindy pushed the boy off of her. "Move!" She commanded. She put her feet to the ground and weakily stood up.

"Cindy," the other girl started. "You should really lay back down."

Cynthia surveyed the place around her and the two pwople. She raised her arms and aimed them both at Henry and Yuri. Her armor appeared but only covered her hands, leaving the rest of her body exposed. She readied her repulsar blasts. "Where are my friends?" She asked.

"Cindy-." The girl started.

"Where are they!?"

"You're with the Resistance." Hank told her. "Your friends are outside and they are alive. We're not with Osborn."

"We saved you guys after your fight. You were wounded so me and Hank healed you. My name is Yuri. We're friends."

Cindy hesitated before lowering her arms. She suddenly went light headed and sat on the edge of the bed. The armor on her hands faded. "I'm sorry." She apologized.

Yuri moved to the girl's side while Hank took out his flask. "No problem." He opened it up. "I would have done the same."

Yuri placed her hand on Cynthia's back, reading her vitals through touch. After a moment, she remove it. "You'll be fine."

"How did you fix my reactor?" Cindy asked Yuri.

"I didn't." She responded. "He did." Yuri pointed to Hank who was finishing up his drink.

"How?"

"I'm a genius, that's how." Hank playfully smiled. "It was nothing really. There was enough energy left inside for me to duplicate and reproduce. I'll admit, that was a little difficult to do. But once I did, it was only a matter of making a new containment unit for it." He shrugged. "No big deal. Oh, and I made a few upgrades to it as well. I hope you don't mind."

Cindy shook her head. "Thank you." She thought for a second.

"Are you alright?" Yuri asked her.

"I'm fine. It's just-."

Just then, the door flew open and Emilia Strange flew inside the room, a large smile on her face. "I told you I felt her awake!" She flew towards Cindy and wrapped her arms around the girl's neck. "I'm so glad you're alright."

Ben, Jay, and Seren came in behind her and ran towards the bed. "Holy crap," Jay said. "She was right."

"Hey guys." Cindy smiled as she saw her friends rush towards her.

"How are you feeling?" Seren asked her.

"Right now? Pretty good." She answered.

"Good. We were worried." Jay told her.

"Are we really at the Resistance base?" Cindy asked.

"Yep. In all of its sewer related glory." Ben said.

"Wow. I actually sort of thought we wouldn't make it."

"We almost didn't." Emilia said. "Without their help," Emilia motioned to Hank and Yuri. "We would have... You know, died."

"Huh." Cynthia regained the memories from the fight. "Wait, Em. Did we ever find out why Osborn want you so bad?"

Emilia gulped before looking to Seren who glanced back at her. Hank noticed and rose an eyebrow. "I'll... tell you later."

Ben looked off to the other side of the room and saw the blonde haired girl asleep in the furthest bed away. "Who's that?" He asked Yuri.

"Oh. She's Valeria Richards. Franklin's sister." She answered. "She's been in a comatosed state for years."

"Woah." Ben moved over to her. She seemed fairly peaceful and very beautiful. "What happened?"

"Doom happened." The teenagers looked to the doorway to see the massive Thing standing there.

"This is Ben Grimm." Hank introduced. "Also known as-."

"The Thing." Ben Parker finished, with a large goofy smile on his face. "You're alive. Wait... We have the same name! Benjamin! That's so cool."

"You remind me of somebody I used to know." Ben said, smiling. "I just came in to check of Valeria." He told them. "So uh... You guys apart of Alex's team?"

"Wait, you met Alex?" Jay asked.

"Yeah. Good kid."

"Where is Alex?" Cindy questioned.

"He and Damian are on a mission with Franklin." Seren told her.

"He went on a mission without you guys?" She asked them.

"Yeah," Ben stepped up to her. "Some super stealth mission or something like that."

"Plus," Emilia sat at on the bed next to her friend. "We wanted to be here for you when you woke up."

"Aw." Cindy smiled. "You guys." She looked at Hank and Yuri. "So... Who are these guys?"

"Yuri Howlett." She introduced herself. "I'm the daughter of Wolverine."

"I'm Henry Pym." He said. "Son of the original Hank Pym and Wasp."

"Interesting." Cindy noted.

"Wait a minute," Jay started. "I heard a lot about the other Avengers kids running around but I thought all of Wolverine's kids died. X-23 and Daken."

Yuri sighed. "My backstory is a little complicated."

The group made themselves comfortable. "We're listening." Ben said.

"Alright." She continued. "I was born in Japan. My mother was a woman named Yukio and from what I understand, she was some sort of samurai or something. Apparently she and Wolverine had a thing and... I was born. But shortly after the Hero Purge I was found and taken from my home at a young age; a young enough age for Osborn to tell me who or what I really was. But there were times where I... Resisted. And I was punished." She looked at her right hand. There were three dark marks burned into her skin. They were obviously japanese symbols. She clenched her fist and three six inch metal claws popped out of her hand with an all too famous 'snikt' sound. "Osborn convinced me that I was a weapon, used to kill his enemies. I believed him. I became the living weapon. They called my the perfect weapon. The new Weapon X. They tortured me into believing it." She winced as she thought back to her time of being a captive. "They grafted adamantium onto my skeleton like they did to my father. And made me think that I was merely a tool. For years I grew up thinking like that and killing people. I was a monster."

The group looked entirely pulled into her story and somewhat concered for her and Yuri could tell by their gapping mouths and wide eyes.

"Then I was sent to kill Franklin in the early days of the Resistance." She sheathed her claws. "I attacked them off guard. I killed... A few people and I was so close to killing Franklin, I could almost smell his blood." She paused. "But then, he showed up and... Stopped me."

"Who?" Ben asked, obviously, craving to know what happened next.

"Sam." She smiled. "Sam Jones."

"Woah," Emilia grinned. "I didn't see that coming."

"Wait, who's Sam Jones?" Cindy agreed.

"A member of the Resistance." Jay whispered, trying not to interrupt. "We met him earlier."

"Now granted when we first met he was shooting at me but still." Yuri sighed. "He convinced me that I was much more than just a weapon. He taught me how to live, how to get over my blood lust. With his help, I became who I am now. We started dating and... Well..."

"You love him." Seren finished for her.

Yuri smiled. "Yeah. I do. Very much." She then looked at her left hand. There were more symbols on her hand. "So I took a vow to help people instead of killing them. I hate the killing, the bloody part of what we do. So I became the healer of the group. I can not only heal myself instantly with the mutant healing factor I inherited from my dad, but I can heal other people and read their body health by touching them."

"Well I guess it pays off to be an unkillable pacifist." Ben remarked.

"The symbols." Emilia looked at her hands. "What do they mean?"

Yuri showed them her right hand with the burn marks. "This one reads killer. Osborn grafted that into my skin to remind me who I was." She showed her left. "This one means Peace. The name I took." She shrugged. "It's a yin and yang type thing."

"That's amazing." Emilia said. "It's so cute too."

"You up for story telling?" Jay asked Hank who was standing next to the Thing, folding his arms.

"Trust me, my story is nothing special." He said. "I'll pass."

The door opened again and Sam Jones poked his head through. Once he saw the others he let out a sigh of relief. "Guys, please try to pretend like you're paying attention when I'm giving you guys a boring ass tour."

Yuri's face lit up, along with everyone elses and soon, all eyes were on the lovebirds. "Hey you." She smiled as she grabbed his hand.

"Hey, you." Sam responded with the same grin on his face. The two met with a passionate kiss.

Cindy rose an brow. "So... That's happening." Seren simply glanced down at her feet while Emilia giggled.

Ben Grimm rolled his eyes. "Oh, brother." He said, smiling.

"You have no idea what it's like to see this everyday." Hank told them.

The kiss broke apart and Sam wrapped Yuri in his arms. "You smell like blood." He told her.

"You smell like dirt." She responded.

"Ouch. Touche."

Everyone else in the room awkwardly stared at the couple until Seren grabbed Ben's arm and pulled him towards the door. She motioned for the others to follow her. "I think we should give these two some privacy."

"Agreed." Emilia followed.

Jay helped Cindy up. "Come on girl." The two left, followed by Ben Grimm and Hank.

"Don't do anything I'd do." Hank said with a smile on his face before leaving.

As soon as the door closed, Sam began to kiss Yuri's neck softly. The girl smiled before looking at Valeria laying in the bed in the corner. She pushed Sam away.

"Okay, that's really creepy." She said.

"What? Kissing? Too much tongue?" Sam asked.

"No, no," Yuri couldn't help but laugh before looking back to Valeria. "Her."

"Do you think she can see us?" Sam asked his girlfriend.

"I don't know but I don't want to take any chances." Yuri grabbed Sam's hand and pulled him out of the infirmary. "Lets go to my room." She gave a teasing smile to him, causing the boy to blush.

**-Stane's Facility-**

Franklin paced back and forth along the side of the building while Alex was in deep thought. It had been about ten minutes since Azari had went in alone. But suddenly, Franklin's head snapped up. "Time to go." He said to Alex.

"The signal? Where is it?"

"Mental signal." Franklin responded. "I'm relaying it to Milly." He waited for a second. "Alright. Time to go."

"How do we get in?" Alex asked him.

Franklin nodded to a metal door before telekinetically ripping it off its hinges. The alarm would have sounded then but thanks to Azari shutting down the external security defenses, they didn't.

"After you?" Franklin smiled. Alex smirked and ran in. As soon as he ran through the door he spotted two Guardsmen running over towards the sound of the disturbance. They took aim at him. Alex quickly approached one and grabbed his gauntlet before yanking it up, making him shoot the ceiling. The second tried to shoot at Alex but the boy moved the other Guardsmen in front of him and that Guard was shot in the back. Alex kicked the second Guard in the chest before punching him in the face, shattering is visor.

Alex looked to Franklin who simply watched. "What? You afraid of a little combat?"

Franklin pointed up and Aex followied the gaze, seeing a group of Guardsmen telekinetically stuck to the sealing. "No, not really." He passed Alex. "C'mon. Lets get this done."

. . . . .

Milly and Damian crawled through the ventalation ducts they had found oustside, Milly in the front and Damian behind her.

"You sure you know where you're going?" Damian asked.

"Positive." She answered. "I can see past the vents."

"Like x-ray vision?" He asked her.

"Not really. It's just... The slow vibrations in the walls, the various smells, the ultra silent sounds, I feel, smell, and hear all of that. And it helps me make a mental map of this place." Milly explained.

"Useful skill."

"Tell me about it."

The two continued crawling towards the office. Damian cleared his throat.

"So that little glance you had with Franklin," He started. "What was that about?"

"He told me something." She answered simply.

"That something involves me, right?" Damian guessed.

Milly sighed. "He told me if you do anything suspicious I need to kill you." She told him.

"Figures." Damian chuckled. "Still known as the untrustworthy one."

"You can't blame him. You were a Thunderbolt. It's a surprise Rogers trusts you as much as he does."

"What about you?" Damian asked her. "What do you think about me?"

Milly stopped crawling to look at Damian. "I can basically see your heart beating in your chest. It hasn't skipped a beat since you met us. Now, that could come from training or you could be the real deal." She told him. "But everyone slips up eventually and if you do, I'll hear it."

She started crawling again. "You still didn't answer my question." Damian reminded.

"I trust you not to shoot me in the ass." Milly said, putting a smile on Drew's face. She stopped. "Alright." She looked through a grated peive of the vent to see the floor of the office. "We're here." She kicked the grate and fell though, grabbing the grate before it touched the ground. She landed down without a sound. Damian landed right next to here.

The two looked around the office. There was a desk on the far side with a computer sitting on top of it. Behind that was a large window, showing the many machines building the weapons. On the other side was the door leading outwards and a couch.

Milly put a finger up, telling Damian not to make a noise. She then pointed to the couch where a bald man lay asleep. Obidiah Stane. He had a rather large bottle of alcohol in his hands. Damian nodded and moved to the computer. He grabbed a certain arrow and broke the tip off before plugging it in to the computer. Damian mouthed the words: "Decryption arrow."

Milly mouthed: "That's awfully convinient."

Damian smiled and looked back to the computer screen where the password put itself in. It then read: 'Welcome Mr. Stane.'

Milly tossed Damian the flashdrive who removed the decryption tip and plugged in the flashdrive. After typing a little longer, all of the computer's files were sent into the drive. Damian removed it and smiled. He tossed it back to Milly. He gave her a thumbs up.

"Lets go." She whispered.

"Go?" Milly and Damian turned to see Stane standing up not too far from them. Damian aimed an arrow at him. "Now, where would you be going with such valuable information?"

"What?" Milly giggled. "You're going to stop us from walking out of here?"

"Me? No, no, no." He moved to bar on the wall and grabbed a bottle. "You know, I never liked kids. Always so... Cocky. So unexpecting. They swear they know everything. But tell me, before you came in here did you know you'd be walking into a trap?"

Damian prepared to fire an arrow at Stane's shoulder but before he could, the older man pressed a button at the edge of the bar.

Milly's eyes went wide. "Take cover!" The ground between them exploded, sending both Milly and Damian flying out of the window and down to factory level, glass and smoke shrouding them. Damian pulled himself up and noticed Milly on the ground.

"Murdock." He called. "You alright?" He helped the girl up.

"I have a major headache but yeah, I'm fine. But he's dead."

"No I think that'd be you." Stane said from the top of the window. He had a glass of wine in his hands. "Look around you."

The two looked around to see multiple metal men around them. The resembled the Iron Man armor but they were bigger and seemed to be offline.

"Iron Mongers?" Damian said. "Not good."

"Not good at all." Stane smiled as he took a sip from his glass. "For you." He moved away from the window. "Kill them."

At his command, the several Iron Monger armors activated and all looked to Damian and Milly. "Well." Milly grabbed her staff while Damian readied an arrow. "We're fucked."

**-Alex and Franklin; 1 Minute Earlier-**

Alex set an explosive charge on a crate of weapons marked 'Latveria' before moving back to Franklin who had just stuck a charge of his own to a crate. "Is that all of them?"

"I think so. But there's something wrong." Franklin pointed out.

"What?"

"My informant on the inside made it seem like there was a boat load of this stuff coming in. We've only seen a few boxes."

"Maybe they're keeping them somewhere else?" Alex guessed.

"Yeah maybe. But why would they?"

"I don't know but I'm guessing that when we blow this place we'll wipe out all of the weapons so lets go and-."

"I've got a hunch." Franklin looked to the Guardsmen Alex had previously knocked out and tried to read his mind. All he got was static. "What the hell." He walked over towards the body and pulled off its helmet, only to see a robotic face underneath. "Robots." Franklin looked to Alex. "It's a trap."

An explosion took place on the other side of the factory. "That's where Damian and Milly are!" Alex announced. He turned to Franklin. "C'mon lets go!"

Franklin didn't budge. "Alex, no! We have a time limit on these charges. Milly knows that. We just walked right into a trap and-."

Alex glared at Damian with shock. "You can't be serious!" He shouted. "Our people are back there and they need our help!"

"They know the risks of this." Franklin began moving back the way they came. "The mission is priority one."

Alex clenched his fist. "I'm going after them." There was the sound of gunshots and more more contained explosions in the distance. Alex began moving towards them. "With or without you." He scowled at Franklin before running as fast as he could towards the others.

**-The Resistance Base-**

_"IwanttoturnthisbookaroundIwa nttoturnthisbookaroundIwantt oturnthisbookaround!" _Emilia shouted angrily at a book laying on the table in front of her. Her arms were extended towards it in an atempt to make it flip over. She huffed and sighed lowering her hands. She looked to the other teens who all stared at her with boredom.

"You can turn soup into pizza but you can't move a book?" Ben asked her.

"That trick was something learned over years. And the only reason I did it was to impress you guys." Emilia said to them. She sat down on the dusty couch next to Ben. The group had wanered around until they found a den on the far side of the base. They started the fireplace and all took a moments rest. "Plus, I feel way... Weaker here."

"What do you mean?" Seren asked.

"Well I'm not completely sure but the Ancient One told me that the Sanctum was a fulcrum point for the magic left in the world, which isn't much anymore. Being away from the Sanctum for this long..." She paused.

"Hence trying to find a new way to control the remaining magic in the area?" Hank asked, leaning on the opening.

"Exactly." Emilia responded. "But the Wiccan's way is nt at all helping." She looked to Seren who was polishing her sword. "Any pointers Seren?"

"Back on Asgard, magic was never really my area of expertise." She told them. "The magical tattoos were done by a high priestess to give me an edge in combat."

Hank moved from the doorway and opened the pages of the book. He began reading a few of the pages and in a few seconds, he had read two whole pages. "Why not try just one forceful command?" He suggested.

"That's what I'm doing. It isn't working."

"You're repeating yourself and shouting angrily." Hank corrected. He put the book back down on the table. "This time, really mean it. Make the book hear you."

Emilia stood up. "I don't think it will work but..." She turned to the book and stretched out her hand. "Rise." She said. Nothing. "She turned to Hank. "See? Nothing."

"C'mon." He said, smiling. "Use your mind." He pointed to his head.

Emilia looked to the other kids watching her. She exhaled deeply before looking back at the book. Once again, she positioned her hand outwards. She thought for few moments, her eyes closed in concentration. Her eyes flung open again, revealing briliant purple eyes, the same the others had seen when they were staying at the Sanctum. "Rise." Emilia said, far more forceful than before. Immediately, the book shot into the air and hit the ceiling of the room, astonishing the kids.

"To me." Emilia commanded, causing the book to fly into her open hands. Her eyes returned to normal and smiled.

"God I'm good." Hank smiled, folding his arms.

"Thank you." Emilia wrapped her arms around Hank's neck.

Hank blushed a little. "No problem."

Ben yawned loudly, making sure everyone heard him. "So bored!"

Jay nudged him. "Would you quit complaining?"

He back flipped off of the couch and landed perfectly behind them. "I'm gonna go find something to do." He told them before walking off.

Jay stood up as well. "I'm gonna go make sure he doesn't do anything stupid."

"Go on." Emilia said. "Hopefully Ben won't blow us up or anything."

**-Stane's Facility- **

Damian lauched an arrow at an Iron Monger but it didn't even leave a dent in the massive armor. He jumped out of the path as one of them slammed their fist into the ground. He shot an explosive arrow at one that did nothing. He and Milly were outnumbered, outpowered, and he was running low on arrows.

Milly leapt into the air and hit her bo staff against the head of an Iron Monger. She put her back against Damian as they were quickly surrounded. The rapid fire machine guns sprouted from the armor's backs and aimed at the two.

"Please tell me you have a magic shield arrow." Milly said.

"Where the hell is Franklin?"

"I don't think he'll help us."

"And why not?"

"If we survive I could tell you."

The machine guns readied to fire but the Iron Monger closest to the two suddenly dropped to its knees. Azari used its poition to climb on top of its back and after a moment of observation, slammed his fist into the armor's neck and pulled out a handful of wires. "They have the same weak points of any armor!" He shouted to the others.

Damian grabbed his knife from its holster and slid in between the legs of an Iron Monger and shoved the knife into the back of its knee joints, causing it to drop down. He then took cover behind it as another Monger fired its machine gun in his direction. The bullets shredded through the exterior of the robot until it powered down. The machine gun of the other Monger began to cool down. Damian took the oppurtunity to fire an arrow into its barrel. The arrow hit the barrel and slid into one of the chambers where it exploded, destroying the entire right side of the Monger!

Milly did a series of flips as she dodged bullet after bullet. In mid-air, she broke her staff in half into two seperate escrima sticks before tossing one at the base of the machine gun, making the it fling into the air. She rolled on the ground and shoved the other stick into its neck and pulled upwards, pulling the helmet off.

Azari jumped into the air and sliced the barrel of one of the Mongers with his claws. He then kicked it in the head, causing it to fall backwards onto the ground. He landed on its chest and prepared to inflict further damage until he heard tremendous footsteps behind him. He turned to see a Monger aiming its wrist missile at him. Azari jumped from th Iron Monger's chest as the missile collided with it, causing a major explosion. Azari landed on the ground and took a moment to breathe when another Monger aimed its gun at him. The boy narrowed his eyes at it.

Just as it was about to fire, Alex jumped on top of a cargo box and used it as a springboard to ram into the Iron Monger's side, causing it to drop down. Alex landed next to Azari and helped him up. "You were going to move, right?" He asked him.

"I knew you were going to help me." He told him.

"Hope you'll repay the favor sometime." Alex smiled.

"I'm about to." Azari tackled Alex to the ground as a missile passed over head and into a wall, destroying the machines on that side. Azari threw three vibranium darts through the Monger's arc reactor making it fall to the ground.

Alex stood up. "Thanks."

Damian cut off a head of one of the few remaining Iron Mongers before jumping off. Another fired its guns at him Damian who rolled to the side and readied to fire an arrow but when he reached to his quiver, he didn't have an arrows left! He contined to take cover behind the wreckage of one of the destroyed Mongers and think. But the firing ceased after a few moments. The archer peaked his head over his cover to see Milly standing on top of the Monger previously shooting at Damian. She connected her to escrima sticks together and smiled at Damian.

"You're welcome." She said to him.

Damian hopped over the wreckage and pointed at the broken window leading to Stane's office. "We need to get Stane!" He called.

"No!" Alex used his shield to cut the head of a Monger. "The charges we planted are going to blow. Forget Stane. We need to leave."

Just then, Franklin's voice came in through their coms. "Alex is right. The charges are going to blow in less than forty-five seconds." He told them. "Get to the roof. If you aren't up there in thirty seconds, we're leaving without you."

Alex exchanged glances with Damian before turning to Azari. "What's the fastest route out to the roof?" He asked.

"Up." Azari jumped on top of a crate before climbing the rafters, followed by Milly.

"C'mon lets go!" Milly shouted to Damian and Alex who quickly rushed to climbing.

After a few seconds, Damian stopped. "We're not going to make it at this rate!"

"Like hell!" Milly began climbing faster.

"Milly," Drew called to the girl. "Give me your staff!" The girl dropped her collapsed staff towards Damian, who caught it and put it between his teeth as he grabbed his bow. The boy put the staff in his hand. "On my mark, you guys jump!" He shouted before jumping back down!

"Damian!" Alex called, a worried expression riddiling his face.

"Is he insane?" Milly asked.

Damian used the staff as an arrow and loaded it into his bow. "Only got one shot." He fired the staff and tied the other end to his bow. The opposite end flew through the air and eventually broke through the ceiing window and wrapped around an iron bar. Damian pressed the button on the staff to pull the two ends together, causing him to zoom towards the ceiling. "Now!" He called.

Alex, Milly, and Azari jumped and grabbed the cable line, pulling them up as well. The teens got to the now open ceilng and pulled themselves onto the roof. Alex helped Damian up who returned the staff to Milly.

"That was awesome." Milly told Damian.

"I try."

Overhead, the Blackbird swooped towards them and the hanger door opened revealing Franklin. He held out his arm and telekinetically yanked the group into the jet

The four ran towards the jet and climbed aboard. Franklin turned to the Grimm brothers. "Go!" He told them.

Rocky Grimm pushed forward on the controls and the jet followed the motion, flying into the sky and to a safe distance.

"3... 2... 1." Franklin counted. The facility that was Osborn's biggest weapons supplier exploded in a large display of fire and flying metal. Franklin smiled as the hanger door closed. He turned to the group. "Great job team." He congratualated. He moved to Damian and Alex and put his arms around their shoulders. "You two did a lot better than I expected. I think there's definitely a place for you two on this team."

Alex brushed his hand off. "You can't be serious." He frowned at the older man. "Please tell me that was some kind of drill or something."

Franklin raised an eyebrow. "What do you mean?"

"What do I mean? You practically left us high and dry out there! You abondoned us!"

"I proceeded with the mission like I told you to do." Franklin argued.

"And the mission is more important than your friends?" Alex pointed to Milly and Azari.

"On the field they're not my friends, they're my teammates." Franklin told him sternly. "Having friends clouds your judgement when you're the leader of the team."

Alex stared at Franklin is disbelief before turning to the other two. "You guys are seriously okay with this?" He asked them.

The two simply looked away, wanting to avoid the question.

"If you are going to remain a part of this team, you're going to have to learn to follow my orders and-."

"If this is how you're going to treat me and **my** team, I don't think I want to be on this team." By this time, the two were staring each other down.

"You are way more than welcome to leave but consider this: Do you really think you can survive out there with Osborn looking for you without our help?"

"I'll take my chances." Alex turned to sit down in one of the seat and looked out of the window and in to the night sky.

The others eventually sat down as well. The ride home was silent.

**-Resistance Base; 8:36 PM-**

Ben wandered the halls of the base and eventually came to what he guessed was the team quarters. This part of the base was much more quiet and darker. The only constant sound was that of water droplettes hitting a small puddle. His walk was not as eventful as he hoped but it was better than watching Emilia levitate crap. He kept walking until he felt a chill run down his spine. t had gotten extremely cold and the winter weather on the surface did nothing to help that.

He came to a room basically radiating with heat. The boy looked around to find no one around and went inside the room. It was a fairly nice room with a bed, desk, and seperate restroom. There were pictures and newspaper clipping covering the walls. Ben eased closer to read them. _"Norman Osborn Elected President" _was the most prominent title, circled with other clipping concerning the Hero Purge and articles covering the death of various super heroes. On the opposite end of the room near the desk was a map with various faces on them and peices of string creating a web in them. Again, at the very center was the face of Norman Osborn and all the strings lead to him.

"Someone has some serious obbsession issues." Ben said, joking. He spotted a journal on the desk that read:_ 'Franklin Richards.' _"No way." Ben picked up the jornal and opened it. The first page was covered in drawings of the Fantastic Four and other various heroes. This pattern continued through many more pages until the drawing got more complex and detailed the "Fantastic Five" and according to the pictures, Franklin had planned to join his family's team. Ben couldn't help but smile. And then actual journal entries came in. Most of them were about what adventures his parents had gone on and how much he loved his family and little sister. But near the end, he began talking about how worried his parents had become since Osborn's election. Finally, at the very end, pages were flooded with battle strategies, plans, and blueprints all designed to destroy Osborn's kingdom. Most of which were disturbing.

Ben closed the journal and put it back on the desk before backing out of the room. Upon opening the door, he bumped into a solid hard chest. "Woah!" He looked up to see Jay looking down at him. "Dude, watch where you point those things, you could put someones eye out." He slapped his chest.

"What were you doing in there?" Jay asked him, folding his arms as if he were his parent.

"Dude, you have no idea how crazy Franklin is about Osborn." He told him. "I mean, this guy seriously has some issues on-."

"I really don't want to know what you found out from sneaking into another man's room." Jay stopped him. "Keep it to yourself. Now lets get back before you get us kicked out of here." Jay began walking down the hall where they came.

"I'm not gonna get anyone kicked out Mr. Paranoid." Ben said, following the boy.

_"You guys," _Emilia telepathically spoke into their heads.

Ben cringed. "Gah!" He shouted. "Don't do that!"

"Baby." Jay commented.

"Shut up you."

_"Shut up both of you!" _The girl shouted in their minds. _"Alex and Damian are just getting back!" _She told them excitedly.

Ben looked to Jay. "Race you there." He jumped into the air and began web slinging through the narrow hallways.

Jay crossed his arms and huffed before looking back to Ben who was halfway down the hall. He couldn't help but run after him.

. . . . .

Alex was the first person to step off of the Blackbird, his shield on his back and a frown on his face. There were a few workers in the hanger who had stopped their activities to congratulate the team. Alex walked right past them. Damian, Franklin, Milly, Azari, and the Grimm brothers stepped off of the ship. Damian immediately chased after Alex.

"Are you sure you want to leave?" He asked the blond boy.

"Positive."

"You know he's right though. It's safer here than anywhere else."

"Like I told him, I'll take my chances." Alex responded. He sighed. "Look, if you want to stay here that's fine. I'll tell the rest of the team they have the same choice but-"

"Guys!" Alex and Damian looked to the exit of the Hanger to see Emilia Strange flying towards them. Before they could react, she wrapped her arms around their neck. "I'm so happy you guys are alright!"

"We were gone for like... An hour." Damian said.

"Still..." Emilia smiled at the two. "it was boring without you two."

"It was boring period." Alex looked behind Emilia and saw Cynthia behind her. "Em just learned to make a book float."

Alex moved to Cindy in a hurry. "Are you okay?" He asked her, concern obvious in his voice.

"Besides suffering a major shock to my heart, I'm fine." She smiled.

Alex's face flushed. "I'm glad you're alright." He said, almost in a whisper.

Cindy blushed. "Likewise."

Seren moved towards the group. She turned to Damian. "How was your mission?" She asked.

Damian looked to Alex then behind him to Franklin who was talking with a few other Resistance members near the Blackbird. He looked at Seren. "Later."

Seren rose a brow but decided it best not to question it.

Ben and Jay arrived into the Hanger bay. "So," Ben started. "Do we get awesome Resistance ID cards with our faces on them or what?"

Alex's face returned to a grimace. "We need to talk." He turned around to Franklin who seemed to be paying them no mind as he spoke with the others. "Privately."

As the group left, Franklin glanced to see the entire team walking out of the bay.

_"Hank," _He contacted the scientist telepathically. _"The Avengers kids are on the move. Keep an eye on them, would you?" _He commanded. _"Keep me informed."_

_"Got it."_

. . . . .

Alex and the rest of the team entered the den room with the fireplace quickly warming them. After taking seats, save for Alex and Damian, their first official team meeting began.

"What's the problem Alex?" Ben asked.

"We can't stay here." Alex told them bluntly. "Well at least, I can't."

"What?" The whole team reacted somewhat the same way. "Why not?"

"Richards." Damian told them. "Lets just say he doesn't have our best interests at heart."

Seren thought for a moment. "What happened on that mission?"

"In short, he left us-inclding his own team-to die." Alex told them. "He left us to fight against dozens of robots while he got on his jet safely." By this time, the team all had expressions of anger on their faces. "Now, I'm not asking you guys to follow me out of here but I'm not staying. And if you think it'd be smarter to stay in the safest place on earth right now, I'd actually encourage you to stay then. But I'm leaving."

"Me too." Damian said.

"Me three." Ben agreed.

"I think I speak for all of us when I say we'll all go." Jay commented. The others all nodded in approval.

"I mean, you are our leader." Emilia added.

Akex smiled. "Alright, good. Get whatever you need now. We leave in fifteen minutes." He moved to the exit.

"Where are you going?" Damian asked.

"I can't leave until I talk to Franklin."

With that, Alex left. There was an awkward silence before Damian began walking towards the door. "I'm gonna go ransack the kitchen."

"Count me in." Ben jumped over the couch to follow.

Jay followed. "Ditto."

The three girls sat in the room, the crackle of the fireplace being the only sound between them. "Why the hell not?" Cindy stood up to follow the boys, along with the other two girls.

. . .

Franklin Richards sat at a small table in his room as Hank Pym Jr. sat on the other side. Franklin's ripped Fantastic Four jacket was drapped across the back of the chair he sat in. "They're planning to leave." Hank told him.

"Let them. I don't have time to plead with them to stay." Franklin responded, toying with the flashdrive they had stolen from the weapon facility in his hands.

"Don't you think it'd be smart to have them stay?" Hank leaned forward. "I mean, they have some pretty heavy hitters. Seren and Jay alone could plow through some Guardsmen. Really, it'd be stupid to have them just come to our front door and leave."

Franklin eyed his teammate for a while before shaking his head. "They're loyal to Rogers. If he wants to leave -and I'm certain he does- they'll follow him." There was a knock on the door and it was slid open revealing Alex. He had a stern and solid frown on his face and his shield resting on his back. "Speak of the devil." Franklin smiled as he leaned back in his chair.

"Franklin, we need to talk." Alex told him.

"Of course." The older boy turned to Hank. "Mind giving us a sec?"

"Sure." Hank stood up and left the room.

Franklin stood from his chair, grabbing his jacket from the back and putting it on. "Franklin," Alex started. "I-."

"Don't bother." He interrupted. "I already read your mind. You think I am a bad leader, risking the lives of my teammates, right?" He approached the boy. "Well quite frankly, I don't care what you think. You're leaving anyways. What does it matter to you?"

"The people you put in harms way matter to me." Alex said.

"Here's a thought, how about you worry about your team and I'll take care of mine."

"I thought you were supposed to be a hero?" Alex stepped towards Franklin. "This isn't very hero-like."

Franklin laughed. "I'm not a hero. There's no such thing as a hero in this... Damn near post-apocolyptic future."

"The hell there isn't." Alex argued.

"You know what your flaw of leadership is?" Franklin pointed at him. "You're naive. There's no clear line between good and evil anymore and you still think it's all black and white. I've been through the rough times and I've had to make the tough decisions."

"Then what's left? Justice? No, you only want revenge. Ben Grimm told me what changed you and he's worried about you." Alex clenched his fists. "Ruining Osborn's empire isn't going to set the world straight again." Franklin turned his back to Alex and rubbed his own forehead. "We need good people to lead and I know you could be one of those people if you just-."

"Don't!" Franklin turned back around, furious. "Do not lecture me on how to be a high and mighty super hero like you want to be, Rogers!" He yelled. "You have no idea. You didn't watch your mother die. You didn't see your father pushed to his limits in front of you. No, you slept easily in a metal tube while the rest of us suffered through our memories." Franklin extended his arm towards Alex who readied his shield in preparation for an attack. "Let me show you what happened."

Alex felt a sharp pain in his head before collapsing to his knees. In seconds, he saw everything. The day Doctor Doom attacked the Baxter Building as ordered by Norman Osborn. He saw the building infiltrated, the Doombots attack, the Fantastic Four spring into action and destroy many of the Doombots. But he also saw Dr. Doom himself arrive and kill both Susan and Johnny Storm, right in front of Franklin. He saw Valeria struck into a coma by a stray projectile, Reed Richards ordering The Thing to take his children and leave. And lastly, he watched as the Baxter Building fell to the ground, in a way symbolising the fall of the Heroic Age.

Alex felt the hatred and saddness from young Franklin as he grew through the years. Losing his mother, uncle, father and his sister to a coma took its toll on him. It was then Alex understood.

The two boys came back to reality and found themselves panting, kneeling on the ground mere feet away from each other. Alex felt a single tear roll down the left side of his cheek as he recovered.

"Now... Do you... Understand?" Franklin asked as he wiped the tear coming down his right side away.

"I do." Alex stood up weakily. "I understand why you are the way you are. I get it. You lost your loved ones. They died in front of you and there wasn't one damned thing... You could do to stop it." Alex sighed. "And for that I'm sorry. But I felt the love you had for them. Your family. Do you really think they'd want to see you like this?"

Franklin groaned. "Shut up."

"If your father was here now, do you think he'd want to see his son... Like this? Or your mother, your uncle? Your sister?"

"I said shut up!"

"Do you think they'd approve on how you lead your team?" Alex asked him. "You said the world isn't black and white. And maybe you're right. But that's what I'm fighting for. A future worth living in. And that's what the heroes before us fought for. What your parents fought for. I didn't see the deaths of my parents. But I see the death that Osborn has caused every day. The lives he has ruined, the people he has hurt. That's what I fight for. Think, Franklin. You wanted to be a hero when you were a kid. It's not too late. Don't let the obsession of one man cost you the lives of the closest thing to a family you have left."

Franklin took in each word. As much as he wanted to deny it, he knew Alex was right. In a way, he had always known. He wasn't sure if he was emotionally vulnerable due to having to relive the deaths of most of his loved ones or what but it was almost as if he was hearing the words for the first time. Thoughts of his deceased family ran through his mind. He always wanted to be like his father; A leader, a hero. Someone who people looked to for help. That's the only aspect of a leader he had thought of until now. Franklin remembered the way his father was when leading the Fantastic Four. Reed Richard's was a lot of things. Genius, celebrity, friend, huband, father. And he always kept that in mind. His family came first. Before any mission, before any goal, he held the members of his team above all. Franklin had neglected to treat his teammates any further than that. They were just teammates. Not friends, not confidants, and certainly not family. He was far too concerned with his mission. His obsession. He looked up at Alex who offered him a hand up. He accepted it.

"You okay?" Alex asked him.

Franklin nodded. "I'm... I'm fine."

"Good."

Franklin looked at him. "I'm not going to say I'm sorry." He paused. "But I do see your point." He sighed. "My dad," He looked to a picture of his family sitting on the desk. "He told me he wanted to be better than him. I didn't think I could at the time. I thought the expectation was way too much." He turned back to Alex. "But after he died, I thought the only way to be the best man I could be, the best leader I could be was to not have emotional ties. I thought it made me weaker. Every time I found something good, it was taken away from me."

"So you thought by cutting off all of your ties-."

"I'd be better. Thats why I ended it with Milly when we were together. I was more afraid than anything. Afraid she'd be gone and I'd be left with nothing. No one."

"You'd be surprised how much you could draw from friends. From family." Alex told him. He shrugged. "Maybe that's where your dad drew his power from."

Franklin was silent. "Maybe you're right." He looked to Alex before clearing his throat. "Thanks... I guess. For clearing this up. You know... Giving me perspective. I know where I screwed up and I'm going to fix it."

"Good."

"You know, you're a lot like your dad." Franklin stated. "I met him a few times. Apple didn't fall too far from the tree."

"And I'm sure you're not much different from your dad." Alex paused. "Well, when you want to be."

Franklin smiled. "Yeah, well, enough of that emotional crap." He reached into his pocket and retrieved the flashdrive. "These are the files Milly and Damian got from Stane's computer. I was just about to check it out."

The two moved to his computer. "What do you expect to find?" Alex asked him.

Franklin shrugged. "Some kind of... Plan. Maybe a lead on the Cosmic Cube." He plugged the flashdrive into his hardrive. "Whatever is useful."

But suddenly, the computer shut off, along with the other lights in the room. Then came the sound of a something mechanical powering down. That mechanical thing was the base generator. All of the power in the base shut down.

"Uh..." Alex started. "I'm no tech guy, but is that supposed to happen?"

Franklin stood up quickly from the seat. "Virus. Oh no." He said, trying to keep a cool head. "This is not good." Franklin closed his eyes for a second.

"What are you doing?" Alex asked him, grabbing his shied.

"Someone put a virus on that flashdrive to get here. It was a beacon and when I plugged it into the computer-."

"It unleashed the virus and shut everything down."

"So stupid!" Franklin grit his teeth. "I'm scanning the outside of the base. Maybe they're..." He stopped before opening his eyes. "No."

"What?" Alex put his hand on Franklin's shoulder who look like he had seen a ghost. "Franklin, what is it?"

"It's him... He's here."

Alex grabbed the boy by the collar. "Who is here?"

"Doom."

**-The Kitchen; A Few Seconds Earlier-**

The group of teens gathered food for their leaving trip.

Ben opened the pantry door and looked to the top shelf. "Do we need honey buns?" He asked aloud.

"Grab the essentials only, Parker." Damian told him as he grabbed a few bottles of water.

"Honey buns are totally essential." He slung a web at the box and brought it to his hand before grabbing one for himself. He approached the others at the table. That's when the lights shut down. The teens all looked around the darkness, confused.

"What's going on?" They heard other people down the hall saying.

"This can't be good." Another said.

"Where's my baby?"

There was more rambling as people reacted to the power outage.

_"Iwanttheretobelight." _A bright flourecent blue light coming from Emilia's hand lit up the kitchen.

"What's going on?" Seren asked, creating more light by activating her asgardian tattoos.

Cynthia's eyes turned blue and she examined the light fixtures and ceiling. "Power outage? Something shut down the generator."

"Or someone." Damian added.

Ben clutched the sides of his head. "Guys... My spider-sense is going crazy!"

"I don't like where this is going." Jay said.

There was a loud 'boom' above them that nearly sounded like thunder. The ceiling cracked.

Ben looked up and his seventh sense activated and he could see outlines of things above them, drilling through the ground! "Get down!" He shouted but by the time they could do anything, the ceiling caved in on top of them! The rocks and debris tumbled into the kitchen, followed by the infiltrators and the snow that had begun to fall. Several green and silver robots dropped down through the hole they had just made. They were monstrous in nature and very menacing looking, with their claw-like hands and single blood monitoring red eyes.

They spread like ants throughout the base as their master dropped down through the hole as well. His majestic green cape drapped over his back, almost skin-like metal armor clanking as he moved, and posture as royal as possible. He was Victor Von Doom, better known as the monarch Dr. Doom. "Kill them." His voice sounded somewhat distorted through the metal mask he wore. "Kill them all."

**Next: Battlefront**

**A/N:  
>And once again, I thank you all for reading, reviewing, favoriting, and all that! It has been a while but I plan to change that in future chapters. <strong>

**Happy New Years and thanks for reading!**

**Deadpool: "Can I make the fireworks?"**


End file.
